After the announcement of the winning bidder, contract negotiation is an important step for finalizing the terms and conditions before the contract is executed and the procurement package is implemented. Many enterprises still have concerns regarding the scope of negotiation, the contents that may be amended, and the legal obligations that must be complied with. Understanding the legal regulations relating to contract negotiation in procurement activities not only helps contractors minimize risks but also ensures that the contract execution and implementation process is conducted transparently and in compliance with the law.

I. Current demand for contract negotiation

In the context of increasingly developing procurement and business cooperation activities, contract negotiation has become an important step to ensure that the parties clearly agree on their rights, obligations, and project implementation plans. In particular, after the contractor selection results are announced, many enterprises have a demand for contract negotiation to clarify provisions relating to implementation schedule, scope of work, legal responsibilities, or conditions for contract performance.

Conducting negotiations not only helps reduce the risk of disputes arising during project implementation but also ensures that the contract is executed in accordance with legal regulations and the practical conditions of the procurement package.

II. Understanding contract negotiation

1. What is contract negotiation and why is it important?

Contract negotiation is a stage in the contractor selection process during which the procuring entity and the successful bidder discuss and clarify outstanding matters in order to finalize the contents before executing the official contract. Pursuant to Point d, Clause 1, Article 43 of the Law on Bidding 2023 (as amended in 2025), contract negotiation is one of the procedures in the contractor selection process, conducted after the bid evaluation stage and before contract execution.

Such a step is important as it enables the parties to agree in detail on the scope of work, implementation schedule, payment conditions, personnel arrangements, and technical matters relating to the procurement package. At the same time, it also serves as a mechanism to clarify issues that remain insufficiently specified in the bidding documents in order to ensure that the contract, once executed, is feasible and minimizes the risk of disputes arising during implementation.

The law also clearly reflects the importance of such a stage. Pursuant to Point d, Clause 9, Article 14 of the Law on Bidding 2023 (as amended in 2025), if a contractor fails to participate in or refuses contract negotiation within 05 working days for domestic bidding or 10 days for international bidding from the date of receipt of the negotiation invitation, or participates in negotiation but refuses to finalize and sign the negotiation minutes (except in force majeure), such contractor may be subject to sanctions in accordance with bidding laws. It demonstrates that contract negotiation is not merely a technical procedure but also an important legal obligation in the process of finalizing contractor selection.

2. Why must contract negotiation still be conducted even after the contractor selection result has been announced?

Although the contractor selection result has already been announced, contract negotiation must still be conducted as it is a mandatory stage in the contractor selection process under the Law on Bidding 2023 (as amended in 2025). Specifically, Clause 1, Article 43 of this Law provides that contract negotiation shall be conducted after bid evaluation in order to clarify and finalize the contractor’s proposals before the official execution of the contract.

3. Is contract negotiation mandatory for all procurement packages or only applicable to large and complex projects?

Not all procurement packages are required to implement contract negotiation. Negotiation shall only be conducted if it is required in the bidding documents or if the procuring entity considers it necessary to clarify the contents of the bid dossier.

Under the Law on Bidding 2023 (as amended in 2025), Point d, Clause 9, Article 14 provides that if a contractor fails to participate in or refuses contract negotiation (if any) within 05 working days for domestic bidding or 10 days for international bidding from the receipt of the negotiation invitation, such contractor may be sanctioned in accordance with the law.

It indicates that contract negotiation is not mandatory for all procurement packages; however, once requested by the procuring entity, the contractor is obliged to participate in order to finalize the contract contents before execution.

4. Who may represent an enterprise in a contract negotiation session?

Under the general principles of the Law on Bidding 2023 (as amended in 2025), the party participating in contract negotiation is the successful bidder. In practice, the enterprise will appoint its legal representative or a duly authorized representative to participate in the negotiation session with the procuring entity for clarifying and finalizing the contract contents before execution.

Specifically, Point d, Clause 9, Article 14 of this Law also stipulates that if a contractor fails to participate in or refuses contract negotiation within the prescribed time stated in the negotiation invitation, such contractor may be sanctioned in accordance with the law. It demonstrates that participation in negotiation is a direct responsibility of the successful bidder during the contract finalization process.

III. Legal regulations relating to contract negotiation

1. Under the latest Law on Bidding, what is the maximum time for conducting contract negotiation from the date of receipt of the negotiation invitation?

Under the Law on Bidding 2023 (as amended in 2025), Point d, Clause 9, Article 14 provides that, from the date of receipt of the invitation to negotiate the contract, the contractor must conduct negotiations within 05 working days for domestic bidding and 10 days for international bidding, except in cases of force majeure.

In addition, under Article 45 of Decree No. 214/2025/ND-CP, contract negotiation shall be conducted between the investor and the first-ranked contractor based on the bidding documents, bid dossier, and bid evaluation report in order to clarify and finalize the contract contents before official execution.

If the contractor fails to participate in negotiation within the prescribed timeline or refuses to finalize and sign the negotiation minutes, such contractor may be disqualified and subject to sanctions in accordance with bidding laws.

2. Which contents are strictly prohibited from being amended during the contract negotiation process?

Pursuant to Clause 3, Article 45 of Decree No. 214/2025/ND-CP, the contract negotiation process must comply with several important principles to ensure transparency and fairness in procurement activities. Specifically, the following contents must not be amended:

  • Contents that the contractor has already offered in compliance with the requirements of the bidding documents;
  • Unit prices determined during the financial evaluation stage, except where the procurement package applies the technical-based evaluation method as prescribed by law.

3. What legal documents should contractors prepare for contract negotiation?

Pursuant to Article 45 of Decree No. 214/2025/ND-CP regarding the contract negotiation process, contract negotiation shall be conducted based on legal documents and dossiers relating to the contractor selection process. Thus, when participating in negotiation, contractors should prepare the following principal documents:

  • The bid dossier and documents clarifying the bid dossier (if any);
  • Relevant contents in the bidding documents, including general conditions, specific contract conditions, and documents amending or clarifying the bidding documents;
  • Proposed contents or deviations specified in the bid dossier, and technical proposals (if any);
  • Information regarding main personnel expected to participate in implementation of the procurement package.

4. What is the legal basis governing adjustment of the project implementation schedule during contract negotiation?

The legal basis governing this issue is provided under Circular No. 02/2023/TT-BXD and Decree No. 37/2015/ND-CP on construction contracts. Specifically, Clause 1 Article 5 of Circular No. 02/2023/TT-BXD refers to the requirement that adjustment of the implementation schedule of construction contracts must comply with Article 39 of Decree No. 37/2015/ND-CP.

Under Article 39 of Decree No. 37/2015/ND-CP, the contract implementation schedule may be adjusted in circumstances such as force majeure (natural disasters, fires, etc.), changes to the scope of work or design at the request of the employer, delays in site handover, suspension of work at the request of competent authorities, or other causes not attributable to the contractor.

During contract negotiation, if the adjustment of the schedule does not extend the overall contract duration, the parties may negotiate and agree upon such adjustment themselves. However, where the adjustment results in an extension of the contract implementation period, the investor must report to the competent investment decision-making authority for consideration and approval.

IV. Questions related to contract negotiation

1. Is it mandatory to prepare a Contract Negotiation Minutes in accordance with the form issued by the Ministry of Planning and Investment?

Not all cases are required to prepare a Contract Negotiation Minutes according to a fixed template. Pursuant to Article 65 of the Law on Bidding 2023 (amended in 2025), the contract dossier with the contractor must include documents such as the contract document, contract appendices, and the decision approving the contractor selection result.

In addition to these mandatory documents, depending on the scale and nature of the bidding package, the contract dossier may also include other documents such as contract finalization minutes or contract negotiation minutes (if any).

Accordingly, the contract negotiation minutes are not mandatory in every case. However, in practice, they are commonly prepared to record the contents agreed upon during the negotiation process and to serve as the basis for finalizing the contract prior to execution.

2. How are online contract negotiations currently conducted and how is evidence stored?

According to Article 98 of Decree No. 214/2025/ND-CP, online contractor selection shall be conducted through the National E-Procurement System. Activities such as communications, clarification of bid dossiers, and steps in the contractor selection process are all performed via such a system.

For contract negotiations (if any), the exchange of information, updates, and relevant documents may also be conducted electronically through the system. Data such as notifications, submitted and received documents, contractor selection results, and other related information are directly stored on the National E-Procurement System, thereby creating electronic records that may serve as legal evidence in case of comparison or dispute resolution.

In addition, contractors are responsible for regularly monitoring and updating information on the system, as all changes related to bidding documents, negotiation schedules, or other notices are announced and stored therein.

3. Is a contractor entitled to request changes to main personnel (compared to the bid dossier) during contract negotiations?

Pursuant to Clause 2 Article 29 of Decree No. 214/2025/ND-CP, contractors are only permitted to supplement or replace main personnel in certain circumstances, such as if the proposed personnel fail to satisfy the requirements or where the contractor cannot prove the availability of such personnel for the bidding package.

In such cases, the investor may permit the contractor to supplement or replace personnel. However, such replacement may only be made once for each main personnel position. The replacement personnel must possess qualifications, experience, and capacity equivalent to or higher than those of the originally proposed personnel.

If the contractor fails to supplement or replace personnel meeting the requirements, the bid dossier may be rejected and the contractor’s credibility on the National E-Procurement System may be adversely affected. In cases of intentional false declaration of personnel information, the contractor may also be deemed to have committed fraudulent conduct in bidding and be subject to legal sanctions.

4. If a contractor discovers an error in the bidding price, may the contractor revise the price during contract negotiations?

Generally, the bidding price may not be revised during contract negotiations. According to the guidance provided in Chapter I, Part 1 of Form No. 01 issued together with Circular No. 15/2022/TT-BKHDT, the negotiation principles stipulate that the contractor’s bidding price may not be changed after correction of errors, adjustment of deviations, and deduction of discount values (if any).

It means that if a contractor discovers a pricing mistake after submission of the bid dossier, adjustment of the price during negotiation will not be accepted. Contract negotiations are intended only to clarify and finalize contents that are incomplete or inconsistent between the bidding documents and the bid dossier, and not to alter the substance of the bidding price.

Therefore, pricing errors are generally addressed only during the stage of error correction or adjustment of deviations in the bid evaluation process before entering into contract negotiations.

5. What should an enterprise do if the procuring entity continuously delays contract negotiations?

If the procuring entity continuously delays contract negotiations, the enterprise (contractor) should proactively take certain measures to protect its legitimate interests:

  • First, sending an official request to confirm or reschedule the negotiation session. Accordingly, the contractor may issue a formal letter requesting the procuring entity to clearly determine the time and location for contract negotiations and confirm that the contractor is willing to participate in accordance with the invitation notice.
  • Second, retaining all relevant evidence. Documents such as negotiation invitations, emails, and response letters should be preserved to prove that the delay is not attributable to the contractor.
  • Third, submit a petition to the investor or competent authority if the delay becomes prolonged. If negotiations cannot proceed or are unreasonably prolonged, the contractor may file a petition with the investor or the bidding management authority requesting review and handling in accordance with the law.

Furthermore, under Article 43 regarding the contractor selection process under the Law on Bidding 2023 (amended in 2025), contract negotiation is a mandatory step in the contractor selection process prior to contract finalization and execution. If negotiations are unsuccessful or cannot be conducted, the procuring entity must report to the investor for consideration of subsequent actions, such as inviting the next-ranked contractor or making other decisions in accordance with legal regulations.

V. Are you looking for a reputable legal expert to support contract negotiation issues?

If your enterprise is facing difficulties during the contract negotiation process, consulting legal experts is essential to protect your interests and minimize risks. NPLaw, with its team of experienced lawyers specializing in bidding, commercial contracts, and corporate advisory services, can assist in analyzing bidding documents, reviewing negotiation contents, and advising on solutions when disputes or disagreements arise between the parties. As a result, enterprises can prepare appropriate negotiation strategies, safeguard their lawful rights and interests, and finalize contracts in compliance with legal regulations.

The above information is for reference purposes only. Should you require detailed advice regarding a specific case, please contact NPLaw Firm for immediate consultation.