A legal services contract in Vietnam should, at a minimum, identify the client and the law practice organisation, describe the scope of work precisely, set out how fees are calculated and paid, list which expenses are extra, name the lawyers responsible, and explain how either side can end the engagement. Vietnamese law requires a written contract for legal services in most situations, and a good one prevents the most common client–lawyer disputes.
Foreign clients are often used to a short engagement letter accompanied by long standard terms. In Vietnam you may receive a single bilingual contract instead, or an engagement letter with a Vietnamese and an English version. Whatever the format, the substance is what counts. This checklist walks through each part of the contract, explains why it matters and suggests questions to raise before you sign.
Why the written contract matters so much
The law on lawyers requires that legal services be provided under a written contract, with limited exceptions such as some free advice or services provided under legal aid. The contract is not a formality: it is the main document that defines what the lawyer has agreed to do, what you have agreed to pay, and what each side can expect from the other.
Most disputes between clients and lawyers are not about competence. They are about expectations. The client thought the fee covered the appeal; the lawyer thought it covered only the first instance. The client expected weekly updates; the lawyer expected to report only at key stages. The client assumed translation was included; the lawyer assumed it was the client’s responsibility. Each of these arguments disappears if the contract says clearly what was agreed.
The contract also matters if something goes badly wrong. If you need to complain to a bar association, claim compensation for professional negligence, or simply move your matter to another lawyer, the contract is the reference point for what the lawyer was supposed to do. Keep a signed copy, in every language version, somewhere you can find it quickly.
Finally, the contract is often the first piece of legal drafting you see from your lawyer. If it is vague, inconsistent between language versions or full of blanks, that tells you something about how carefully other documents will be prepared.
The parties and the people
Start by checking who is actually bound by the contract:
- The client should be the right person or entity: you personally, your company in Vietnam, or your parent company abroad. This affects who gives instructions, who is invoiced and who benefits from confidentiality.
- The law practice organisation should be named with its registered name and address. In Vietnam a lawyer usually contracts through a law office or law firm, not personally.
- The responsible lawyer, and ideally the main team members, should be named. If a particular senior lawyer was the reason you chose the firm, ask for that lawyer to be named as responsible for the matter.
- If someone other than the client will pay the fees, for example a parent company paying for a subsidiary, say so expressly and confirm that the paying party is not the client unless that is intended.
- If the contract will be signed by a representative of a company, check that the person has authority to sign, both on your side and on the firm’s side.
These details look administrative, but they become important if the relationship is ever questioned. A contract signed with the wrong entity can leave you unsure who owes duties to whom, and can complicate tax treatment of the fees.
Scope of work: the clause that prevents most disputes
Describe the matter. Name the dispute, transaction or question in concrete terms, including the other party where relevant. “Advising on a dispute with a supplier” is too vague; the supplier’s name and the contract concerned should be stated.
List what is included. For a dispute, does the scope include sending a demand letter, negotiating, mediation, filing a lawsuit, attending hearings at first instance, an appeal, and enforcement? Each of these is a separate stage that may or may not be covered.
List what is excluded. An explicit list of exclusions is just as useful. Typical exclusions are tax advice, advice on foreign law, criminal matters arising from the same facts, and enforcement abroad.
Say what happens when scope changes. Matters evolve. The contract should say that work outside the scope requires a written amendment or a separate contract, and how it will be priced.
Clarify your own obligations. A good contract also says what you must do: provide documents, give timely instructions, tell the truth, and inform the lawyer of developments. These obligations protect both sides.
Fees, expenses and payment terms
The fee clause should be specific enough that you could calculate an invoice yourself. The table lists the points worth confirming.
| Point | What to look for |
|---|---|
| Fee basis | Hourly, fixed, value-linked, retainer or a combination, as recognised in Vietnamese law. If hourly, the rates for each level of lawyer. |
| Estimates and caps | Any estimate for each stage, and whether the lawyer must warn you before exceeding it. |
| Success elements | A precise definition of success, how partial outcomes are treated and when the fee is due. |
| Expenses | A list of expenses charged separately, such as court fees, translation, notarisation, travel and bailiff fees, and whether they need your approval above a certain amount. |
| Advance payments | Any deposit or advance, how it is applied to invoices and whether unused amounts are refunded. |
| Currency and tax | The currency of invoices, exchange rate rules if paying from abroad, and how taxes are treated. |
| Payment timing | When invoices are issued and how long you have to pay. |
Avoid contracts that leave the fee “to be agreed” for major stages. If the future cost really cannot be predicted, agree at least on the method and on a point at which the lawyer will give you an estimate.
Confidentiality, conflicts and communication
Vietnamese lawyers are already bound by a professional duty of confidentiality, but it is useful for the contract to confirm it and to say how information will be handled: where documents are stored, who in the firm can access them, and how they will be returned or destroyed at the end. For companies, the contract can also confirm which of your employees are authorised to give instructions and receive advice.
The contract should state that the firm has checked for conflicts of interest and found none, and that it will tell you if a conflict arises later. If the firm acts for other companies in your industry, ask how it will manage that.
Communication deserves a clause of its own. Agree the language of advice, the main channel (email, video calls, meetings), how quickly the lawyer will normally respond, and how often you will receive updates. Many foreign clients ask that substantive advice be given in writing so that there is a record. If the firm uses messaging apps for quick contact, agree that decisions are confirmed by email.
Finally, agree how documents will be signed and sent. Electronic signatures and scanned copies are widely used, but some filings and some authorities still require originals, and the contract can set expectations for courier time and cost.
Language versions and governing law of the contract
Many legal services contracts for foreign clients are bilingual. That is helpful, but it creates a risk if the two versions differ. The contract should state which version prevails in case of inconsistency. Vietnamese is often chosen as the prevailing language because the firm operates in Vietnam, but you can ask for the English version to prevail, or at least read both carefully, ideally with help from someone you trust.
Read the Vietnamese version even if you do not speak Vietnamese fluently: a translation tool or a bilingual colleague can flag obvious gaps, such as a stage that appears in English but not in Vietnamese. Ask the firm to correct any discrepancy before signing.
Contracts with Vietnamese law firms are usually governed by Vietnamese law. The dispute resolution clause may refer disputes to a court in Vietnam, to commercial arbitration or to a bar association mediation process first. Check that the clause is clear and workable for you, especially if you will be abroad when a disagreement arises.
If you are a foreign company, also consider who will sign on your behalf and whether a company seal or a power of attorney for the signatory is expected. Firms are used to dealing with foreign signing practices and can usually accept a signature by an authorised officer, but it is better to settle this before the first invoice than to discover that the contract was signed by someone your head office did not authorise.
Ending the engagement properly
Every engagement ends, either when the work is done or earlier. The contract should cover:
- Your right to end the contract at any time, and what you must pay for work already done and expenses already incurred.
- The lawyer’s right to withdraw and the situations in which it is allowed, such as non-payment or a conflict of interest, plus a reasonable notice period so you can find a replacement.
- What happens to deadlines when the engagement ends: the lawyer should not leave you exposed to a deadline that is about to expire without warning.
- The return of original documents and the handover of the file to you or to your new lawyer.
- How any unused advance or deposit is refunded and within what period.
- Which obligations continue after the end, such as confidentiality.
A clear exit clause is not a sign of mistrust. It allows both sides to part ways professionally if the relationship stops working, and it protects your case during the transition.
When you need a Vietnamese lawyer to review the contract itself
It may feel odd to think about legal advice on your lawyer’s contract, but for large or long engagements it can be sensible. A company signing a multi-year retainer, or an individual entering a success-fee arrangement on a significant claim, may want an independent lawyer or in-house counsel to read the terms. At the very least, ask the proposed lawyer to walk you through each clause and answer questions in writing.
You need a Vietnamese lawyer, in the wider sense, whenever your matter depends on Vietnamese law, procedure or authorities. The contract is where that relationship starts on the right footing. If you are not sure whether your matter needs a full engagement, a limited consultation with a licensed lawyer can help you decide before you sign anything long-term.
Lastly, revisit the contract whenever the matter changes significantly. An amendment that reflects a new stage, a counterclaim or a settlement negotiation keeps expectations aligned and avoids disputes over the final invoice.
Frequently asked questions
Is a written contract with a lawyer required in Vietnam?
In most situations, yes. The law on lawyers requires legal services to be provided under a written contract, with limited exceptions such as certain free advice and legal aid. A written contract protects both the client and the lawyer by recording what was agreed.
What is the most important clause in a legal services contract?
The scope of work is usually the most important clause, because most disputes arise from different assumptions about what the lawyer agreed to do. It should state which stages are included, which are excluded and how changes in scope are handled.
Can the contract be in English only?
Contracts are often bilingual, and some firms will sign in English with foreign clients. If there are two language versions, the contract should state which prevails. Ask the firm about any formal requirements that may apply to your type of matter.
Can you end a contract with your lawyer before the matter is finished?
Yes, clients can generally end the engagement, but you will usually have to pay for work already done and expenses already incurred. Check the termination clause and arrange a replacement lawyer before ending the contract if any deadlines are approaching.
Should the contract name the lawyer who will handle your case?
It is advisable. Naming the responsible lawyer and main team members gives you clarity about who is accountable and helps if you chose the firm because of a particular person. Ask to be informed if the team changes.
What should you do if the lawyer will not put the fee in writing?
Treat that as a serious warning sign. The law expects the fee basis to be stated in the contract. If a lawyer refuses to record fees in writing, consider engaging someone else before any work begins.