03Practice area

Contract.

Commercial contracts. Drafting, reviewing and negotiating commercial contracts from hundreds of millions to hundreds of billions of VND — including cross-border contracts.

Practice lead: Phạm Văn Lương
Branch Manager · Haiphong
Team size: 3 lawyers · 1 associate
Languages: VI · EN

01 — Scope of work

What we do.

Updated Jun 2026

Every commercial contract is a living document — and risk often hides in clauses that parties do not discuss on the day of signing: force majeure, liability caps, dispute resolution mechanisms and governing law.

BLF does more than draft — we help clients understand every clause before signing, and build standardised contract templates that can be reused for future transactions, reducing long-term legal costs.

Scope of work

Goods & services sale agreements: Drafting and negotiating domestic and international sale agreements, including warranty provisions and INCOTERMS.
Distribution & agency agreements: Structuring exclusive and non-exclusive distribution relationships, trade secret protection and non-compete clauses.
Construction & EPC contracts: Advising on FIDIC, turnkey EPC contracts, project risk allocation and payment and acceptance mechanisms.
Loan & guarantee agreements: Reviewing and negotiating commercial loan agreements, bank guarantees and drawdown conditions.
Dispute resolution clauses: Designing mediation and arbitration clauses (VIAC, SIAC, ICC) and governing law provisions appropriate to each transaction.
Standardised contract review: Building a contract template library for repeated business use — reducing long-term legal costs.

02 — Common engagements

Three typical transaction types.

Anonymized

Use case · Export

EU textile export contracts — INCOTERMS standardisation.

A Vietnamese textile manufacturer needed to standardise export contracts to the EU with CIF terms, L/C payment guarantees and quality complaint mechanisms. BLF drafted a bilingual Vietnamese–English template suite.

OutcomeTemplate suite · 6 market-specific versions

Use case · EPC

EPC contract for a rooftop solar portfolio.

A renewable energy developer needed an EPC contract for a portfolio of 12 rooftop solar projects. BLF drafted an adapted FIDIC contract, bonus/penalty acceptance mechanism and VIAC arbitration clause.

ValueVND 450 billion · 12 packages

Use case · Franchise

Franchise agreements for an F&B chain's ASEAN expansion.

A Vietnamese F&B chain expanding into 3 ASEAN countries needed standardised franchise agreements. BLF drafted the master franchise agreement with brand protection provisions and exit mechanics.

Coverage3 countries · ASEAN

03 — Lead lawyer