Does the contract negotiation minutes have legal validity? important matters businesses need to know

In the bidding sector, contract negotiation minutes are an important step in the contractor selection process and in finalizing the contract before official execution. However, many businesses still do not clearly understand the legal validity of such a document, as well as the regulations relating to its contents, authorized signatories, and the scope of permissible amendments. The article below will help you better understand the concept, legal regulations, and common legal risks related to contract negotiation minutes in order to avoid mistakes during implementation.

I. Common legal risks related to contract negotiation minutes

In practice, contract negotiation minutes are important documents recording the matters that the investor and the contractor have discussed and agreed upon before proceeding to execute the official contract. However, if these minutes are prepared or used improperly, businesses may face significant legal risks.

In addition, businesses may encounter risks when the negotiation minutes record matters that have not been carefully reviewed in terms of technical requirements, personnel, or work volume. If such contents are inconsistent with the bid dossier or do not ensure implementation capability, the subsequent execution of the contract may lead to difficulties during project implementation.

II. Understanding contract negotiation minutes

1. Are contract negotiation minutes considered a “logbook” recording what the parties agreed upon before official signing?

Current bidding law, specifically the Law on Bidding 2023, does not provide an official definition of “contract negotiation minutes”. However, through regulations relating to contract dossiers, it can be understood that the nature of such a document is a record of the negotiation results between the parties before the execution of the official contract.

Pursuant to Article 65 of the Law on Bidding 2023, the contract dossier with the contractor includes principal documents such as the contract document, contract appendices, and the decision approving the contractor selection result. In addition, depending on the scale and nature of the bidding package, the contract dossier may also include contract completion minutes or contract negotiation minutes (if any).

From this provision, it can be seen that contract negotiation minutes are not mandatory documents in all cases, but they are commonly prepared to record matters that the parties have discussed, clarified, or agreed upon during the negotiation process. Therefore, in practice, such a document may be considered a written record (similar to a “logbook”) of the negotiation process, helping to clarify matters that need to be finalized before the parties execute the official contract.

2. What legal value do contract negotiation minutes have if disputes arise between the parties later?

Bidding law does not separately regulate the legal validity of contract negotiation minutes as an independent type of contract. However, under the Law on Bidding 2023, contract negotiation minutes may be one of the documents included in the contract dossier with the contractor; therefore, such a document may be used as evidence proving the matters that the parties discussed and agreed upon during the negotiation process before executing the official contract.

In addition, Clause 6 Article 45 of Decree No. 214/2025/ND-CP also shows that contract negotiation minutes have certain legal significance during the contractor selection process. Specifically, if a contractor participates in negotiations but fails to comply with the principles and contents of negotiation or refuses to sign the contract negotiation minutes for the purpose of withdrawing from winning the bid or causing disadvantages to the investor, such contractor shall be disqualified and shall not be refunded the bid security value.

Therefore, in case of disputes, contract negotiation minutes are usually considered documentary evidence of the negotiation process and the basis for interpreting the contents agreed upon by the parties, while also reflecting the contractor’s responsibilities during the contract completion stage.

3. Who has the authority to sign contract negotiation minutes for them to be legally effective?

Pursuant to Clause 2 Article 46 in reference to Article 34 of Decree No. 24/2024/ND-CP, after the contractor selection result is available, the investor shall invite the winning contractor to finalize the contract, during which the parties agree on the draft contract contents, specific conditions, contract appendices, and other related matters before signing.

Accordingly, for contract negotiation minutes to have legal validity, the signatory must be:

• The legal representative of each party; or
• A person lawfully authorized in writing by each party.

In summary, contract negotiation minutes are legally effective when signed by the lawful representative or authorized representative of the investor/procuring entity and the winning contractor.

4. In contract negotiation minutes, is it permissible to record contents completely different from the bidding documents?

Pursuant to Clause 4 Article 45 of Decree No. 214/2025/ND-CP, contract negotiation must be based on the bidding documents, bid dossiers, and the bid evaluation report. At the same time, the law provides that contents already properly offered by the contractor in accordance with the bidding documents shall not be negotiated, and the unit prices determined during the financial evaluation stage must not be changed.

In practice, the contents recorded in the negotiation minutes are only permitted to clarify, supplement details, or resolve inconsistencies between the bidding documents and the bid dossier, or to address issues arising during the contractor selection process. Therefore, it is not permissible to record contents that are entirely different from or that alter the essential requirements of the bidding documents, as this may violate procurement principles and affect the validity of the contractor selection result.

III. Legal regulations related to contract negotiation minutes

1. Under current law, what mandatory contents must be included in proper contract negotiation minutes?

Pursuant to Article 45 of Decree No. 214/2025/ND-CP, the law does not prescribe a mandatory standard form for contract negotiation minutes. However, based on the contents and scope of contract negotiations, properly prepared contract negotiation minutes should generally record the following principal matters:

• Unclear or inconsistent issues between the bidding documents and the bid dossier that need clarification to avoid disputes during contract performance.
• Deviations or proposals raised by the contractor in the bid dossier (if any), including alternative technical solutions where permitted by the bidding documents.
• Matters relating to main personnel, in which personnel replacement is only allowed in special cases as prescribed by law and must ensure equivalent or higher qualifications and capacity.
• Issues arising during the contractor selection process that need to be agreed upon to finalize the bidding package contents.
• Price-related matters (if any) where negotiation is necessary to align with the package price in accordance with legal regulations.
• Other necessary matters to finalize the draft contract, specific contract conditions, and appendices such as scope of work, pricing schedule, and implementation progress.

These contents form the basis for the parties to finalize the draft contract before official execution, while ensuring that negotiations comply with procurement law principles.

2. What are the regulations on changing personnel and equipment compared to the bid dossier when recorded in contract negotiation minutes?

According to Clause 4 Article 45 of Decree No. 214/2025/ND-CP, during the contract negotiation process, the contractor is not allowed to arbitrarily change the main personnel proposed in the bid dossier or previously replaced under bid evaluation regulations.

Replacement of main personnel is only permitted in certain exceptional circumstances, such as when the bid evaluation period lasts longer than expected or due to force majeure reasons causing the proposed personnel to be unable to participate in contract performance. In such cases, the contractor may propose replacement personnel, but the replacement must have qualifications, experience, and capacity equal to or higher than the original personnel and must not alter the bid price.

With respect to equipment or technical solutions, adjustments are only considered if they involve deviations or proposals already raised by the contractor in the bid dossier, or where the bidding documents permit alternative technical proposals. These matters may be recorded in the contract negotiation minutes as a basis for finalizing the contract.

3. What is the legal basis allowing adjustment of work volume directly in contract negotiation minutes?

Pursuant to Clause 2 Article 114 of Decree No. 214/2025/ND-CP, the parties may agree on contract amendments, including cases involving additional work volume or quantity beyond the scope already stated in the contract.

Specifically, the law permits the addition of optional supplementary work volume, provided that the volume, value, implementation period, and other necessary contents are clearly specified in the contract amendment document. At the same time, such addition must not exceed the maximum limit already approved in the contractor selection plan.

Accordingly, during the negotiation process, the parties may record the adjustment or supplementation of work volume in the contract negotiation minutes as the basis for finalizing the contract contents and contract appendices before official execution.

4. How is the procedure for storing contract negotiation minutes on the National E-Procurement System implemented?

Under Decree No. 214/2025/ND-CP, the management and storage of documents during the contractor selection process are implemented on the National E-Procurement System. In principle, the storage of contract negotiation minutes is implemented through the following steps:

• Step 1: Completing the contract negotiation

The investor and the contractor conduct negotiations in accordance with regulations, then prepare contract negotiation minutes recording the agreed contents.

• Step 2: Updating the bidding package dossier on the system

The investor or the party assigned to manage the bidding package logs into the system and updates documents related to the contractor selection process.

• Step 3: Uploading and storing the negotiation minutes

The contract negotiation minutes and related documents are uploaded to the electronic dossier of the bidding package for storage and management purposes.

• Step 4: Data connection and management

The data on the system is connected with other systems such as enterprise registration, tax administration, budget, and treasury systems to support contract management and contractor capacity monitoring.

Storage on the system helps ensure transparency, traceability, and supports inspection and supervision during contract performance.

IV. Questions related to contract negotiation minutes

1. Is it mandatory to prepare contract negotiation minutes for simplified direct contracting packages?

Pursuant to Article 80 of Decree No. 214/2025/ND-CP, the simplified direct contracting procedure includes the following steps: Sending the draft contract to the contractor, finalizing the contract (including negotiation of price and contents), approving and publicizing the contractor selection result, and signing the contract.

This regulation does not require a separate set of contract negotiation minutes. In practice, negotiations are often reflected directly during the contract finalization process and serve as the basis for approving the contractor selection result and executing the contract.

However, for record-keeping purposes and to clarify the negotiation process, the investor may still prepare contract negotiation minutes if deemed necessary.

2. Must contract negotiation minutes be sealed across all pages to ensure legal validity?

Current law does not require contract negotiation minutes to be sealed across all pages. The legal validity of the document is mainly established through the agreed contents, the signatures of authorized persons, and the seal (if any) of the parties.

However, for multi-page documents, parties commonly apply page seals or initial each page to ensure document integrity and prevent subsequent amendments after signing.

Therefore, although page sealing is not mandatory for contract negotiation minutes, sealing across pages or initialing each page is recommended to enhance certainty and reduce future disputes.

3. After signing contract negotiation minutes, how long does the investor have to issue the decision approving the contractor selection result?

Pursuant to Article 45 of the Law on Bidding 2023 (as amended by Clause 27 Article 1 of the amended Law on Bidding; the Law on Public-Private Partnership Investment; the Customs Law; the Law on Value Added Tax; the Law on Export and Import Duties; the Investment Law; the Law on Public Investment; and the Law on Management and Use of Public Assets 2025), the law does not prescribe a specific time limit for the investor to approve the contractor selection result after contract negotiations.

Instead, for activities outside the preparation and issuance period of bidding documents, the investor is responsible for determining the implementation timeline to ensure consistency with the progress of the project and bidding package.

Therefore, after signing the contract negotiation minutes, the investor may proactively determine the timing for approving the contractor selection result, provided that the project schedule and procurement procedures remain compliant with legal regulations.

4. If the contents of contract negotiation minutes conflict with the bidding documents, which document takes precedence?

In bidding activities, the bidding documents and bid dossiers are the foundational legal documents of the contractor selection process. Contract negotiation is only intended to clarify, finalize, or unify unclear contents among these documents and must not alter the essential contents of the bidding documents or the evaluated bid dossier.

According to the contract negotiation principles under Clause 3 Article 45 of Decree No. 24/2024/ND-CP, the parties are not permitted to negotiate contents that the contractor has already offered correctly in accordance with the bidding documents. Therefore, if the contents of the contract negotiation minutes conflict with the bidding documents, the bidding documents and the evaluated bid dossier shall prevail.

In other words, the negotiation minutes only serve to finalize the contract and cannot alter the fundamental conditions already established in the bidding documents. If there is any inconsistency, the negotiated contents must be adjusted to ensure consistency with the bidding documents and the bid evaluation results.

V. Are you looking for a reputable law firm to support issues related to contract negotiation minutes?

If you are facing difficulties related to contract negotiation minutes, such as negotiation contents, the legal validity of the minutes, or risks in contract execution and performance, consulting a lawyer is highly necessary. With experience in procurement and contract advisory services, NPLaw can assist in reviewing dossiers, advising on relevant legal regulations, and providing appropriate solutions to protect the legitimate rights and interests of businesses while minimizing disputes that may arise during contract performance.

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