Contract Review Checklist Before Signing in Vietnam

Reviewing a commercial contract carefully before signing is one of the most effective ways to prevent disputes. Under Vietnamese law, a signed contract binds the parties, and problems overlooked at the drafting stage can be difficult and costly to fix later. The following checklist highlights the areas that most often cause trouble in practice.

Parties and authority

• Confirm the correct legal names, enterprise registration details, and addresses of both parties.
• Verify that the signatory has authority to bind the company — the legal representative or a person with a valid power of attorney.
• Check that the company actually exists and is in good standing.

Core commercial terms

• Subject matter — the goods or services are described clearly and unambiguously.
• Price and payment — amount, currency, schedule, tax treatment, and invoicing are precise.
• Delivery and performance — timelines, acceptance criteria, and responsibilities are defined.
• Warranties and quality — standards and remedies for non-conformity are set out.

Risk and exit provisions

• Breach and penalty — remember the commercial penalty cap of around 8% of the breached obligation; check the interplay with damages.
• Termination — grounds, notice periods, and consequences of termination are clear.
• Force majeure — events and procedures are addressed.
• Governing law and dispute resolution — the forum (court or arbitration), seat, and language are specified; confirm any arbitration clause is validly worded.
• Limitation of liability and confidentiality — scope and carve-outs are reasonable.

Frequently asked questions

What is the single most overlooked point?

Signing authority. A contract signed by someone without proper authority can be challenged, so verifying the signatory's power is essential.

Should every contract include a dispute resolution clause?

It is strongly advisable. A clear clause on forum, governing law, and language avoids uncertainty and delay if a dispute later arises.

Does language matter in a bilingual contract?

Yes. Specify which language version prevails in case of conflict, as inconsistencies between versions are a common source of dispute.

How LTV Law helps

LTV Law reviews and negotiates commercial contracts, flags risk areas, and drafts protective clauses tailored to Vietnamese law — contact our team.

This article is for general information only and does not constitute legal advice.