Commercial Contract Advisory

A contract is the “backbone” of every business operation — yet most SMEs in Vietnam sign contracts based on ready-made templates, samples copied from the internet, or drafts prepared by the counterparty without any review. When a dispute arises, the clauses overlooked at signing are precisely the ones that put the business at a disadvantage.

Types of Commercial Contracts ANT Legal Commonly Handles

Clauses to Review Carefully Before Signing

  1. Subject matter: the goods/services must be described clearly enough to avoid disputes over scope;
  2. Price and payment: price, payment method, payment deadlines, late-payment interest;
  3. Term and schedule: clear delivery/acceptance milestones tied to sanctions;
  4. Penalty for breach: the penalty level is agreed by the parties but must not exceed 8% of the value of the breached obligation (Article 301 of the Commercial Law 2005);
  5. Damages: scope of compensation and limitations of liability (if any);
  6. Force majeure: definition of force majeure events and notification procedures — avoid clauses that are too broad or too narrow;
  7. Contract termination: cases of unilateral termination and its consequences;
  8. Dispute resolution: choice of court or arbitration — the clause that decides the “playing field” when a dispute arises. See Disputes before Arbitration and Courts.

Limitation Periods and Risks to Remember

Commercial disputes have a 2-year limitation period for filing lawsuits (Article 319 of the Commercial Law 2005) — shorter than the civil limitation period. Businesses must track the limitation period of each contract to avoid letting the right to sue “expire” through delay.

How Does ANT Legal Assist?

  • Drafting commercial contracts tailored to each transaction;
  • Reviewing and negotiating contracts prepared by the counterparty;
  • Building a standard set of model contracts for the business;
  • Advising on and representing clients in contract dispute resolution.

Related Content

About to sign an important contract? Send it to ANT Legal via Hotline/Zalo 0966.475.966 for a lawyer’s review before you put pen to paper.

This content is for general reference only and does not replace legal advice for a specific case. The scope of work is agreed separately with each client.

Discuss this matter with ANT Legal

If you are preparing to sign, review or handle a dispute arising from a contract, ANT Legal can help assess key terms, legal risks and suitable handling options.

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Frequently asked questions

When should I contact a lawyer?

When a matter has deadlines, high value, multiple parties or requires risk review before signing, negotiating, complaining or filing a claim.

What should I prepare?

Please prepare contracts, licenses, charter documents, resolutions, evidence, correspondence and key dates if available.

Does ANT Legal guarantee an outcome?

No. Legal advice depends on the specific file, evidence, applicable rules and any competent authority decision.

Website information is for general reference only and does not replace legal advice for a specific matter.