Complex contracts often contain numerous technical, legal, and specialized provisions, requiring the assistance of experienced professionals. In practice, support in executing complex contracts helps minimize risks and safeguard the rights and interests of the parties. Below, NPLaw provides an overview of the legal issues relating to support for the execution of complex contracts.
Complex contracts often contain numerous technical, legal, and specialized provisions, requiring the assistance of experienced professionals. In practice, support in executing complex contracts helps minimize risks and safeguard the rights and interests of the parties. Below, NPLaw provides an overview of the legal issues relating to support for the execution of complex contracts.
I. The need for support in executing complex contracts
The demand for support in executing complex contracts is becoming increasingly urgent in the context of vigorous business and commercial activities, with transactions of cross-border nature, covering multiple sectors and involving substantial value becoming more prevalent. Complex contracts typically contain numerous technical, legal, and financial clauses requiring in-depth expertise to ensure legal validity and mitigate risks for the contracting parties.
Accordingly, enterprises and organizations tend to seek assistance from legal experts, lawyers, and in-house counsel to draft, review, negotiate, and implement contracts in a methodical manner. It not only ensures compliance with applicable laws but also protects the rights and interests of the parties throughout contract performance and during dispute resolution, if any, thereafter.
II. Legal regulations on support in executing complex contracts
1. What is support in executing complex contracts?
Support in executing complex contracts refers to the provision of advisory services, drafting, negotiation, legal review, risk assessment, and compliance assurance in order to help the parties reach consensus on the terms of contracts that are complex in terms of content, value, technicality, or legal nature.
2. Who may provide support in executing complex contracts?
According to Articles 137 and 138 of the Civil Code 2015, the following subjects may provide support in executing complex contracts:
- Legal representatives of legal entities: These are persons vested with authority to represent organizations or enterprises to enter into contracts, including:
+ Persons designated under the company’s charter (commonly directors, general directors, chairpersons, etc.);
+ Persons vested with authority under applicable laws (e.g., heads of State agencies, principals, directors of public hospitals, etc.);
+ Persons designated by the Court in proceedings involving a legal entity (in cases where the entity cannot represent itself). - Authorized representatives: Parties (individuals or legal entities) may authorize another person to sign contracts on their behalf, including:
+ Authorization between individuals and legal entities;
+ Organizations without legal entity status (e.g., households, cooperatives) may appoint representatives to enter into contracts concerning shared property;
+ Persons aged from 15 to under 18 may act as authorized representatives if the law does not mandate 18 years of age (e.g., for simple labor contracts). - In practice, for contracts of complex legal, financial, or technical nature (e.g., real estate, investment cooperation, BOT, PPP contracts), signatories are typically:
+ Business executives (legal representatives);
+ Lawyers or consultants duly authorized;
+ Representatives of joint ventures, partnerships, or alliances under written agreement.
3. Responsibilities of supporting entities in executing complex contracts
Pursuant to Article 565 of the Civil Code 2015, when acting as an authorized representative, supporting entities are responsible for:
- Performing strictly within the scope, content, and duration of authorization, without exceeding authority;
- Clearly informing the counterparty of the scope, term, and any changes in authorization;
- Safeguarding files, documents, and means entrusted for contract execution;
- Not disclosing transaction information or business secrets acquired in the course of representation;
- Returning to the principal any property or benefits received in connection with contract execution, as agreed;
- Taking liability for compensation if obligations are breached and damages caused.
4. Typical steps in supporting the execution of complex contracts
To ensure effectiveness and professionalism, the support process generally consists of:
- Step 1: Receiving requests and identifying contract objectives.
- Step 2: Preliminary assessment and risk analysis.
- Step 3: Drafting or reviewing contract terms.
- Step 4: Assisting in negotiation and amending contract provisions.
- Step 5: Internal approval and execution of contract.
- Step 6: Post-execution monitoring, archiving, and handling of arising issues.
III. Questions on supporting the execution of complex contracts
1. What should be noted when supporting the signing of complex contracts?
- Clearly identifying the objectives, subject matter, and scope of the contract;
- Verifying the legal capacity and authority of contracting parties
- Carefully reviewing terms to avoid unfavorable or unlawful clauses;
- Anticipating risks (legal, financial, technical, performance-related) and prepare contingency plans;
- Ensuring compliance with current laws.
2. How can complex contract execution be supported?
- Direct meetings, negotiations, manual signing;
- Online communication (email, conferencing tools);
- Digital signatures and e-contract platforms (VNPT-CA, FPT-CA, Viettel-CA, DocuSign, eSign);
- Third-party authorization (lawyers, legal consultants).
3. What legal factors should be considered when assisting in the execution of complex contracts?
- Validity of the contract (capacity, subject matter, form, free consent);
- Applicable governing law (domestic or international);
- Authority of signatories;
- Security measures (deposit, escrow, guarantee);
- Dispute resolution mechanism (arbitration or court, domestic or international).
4. When implementing complex contracts, what terms should be noted to minimize risks?
- Price and payment;
- Obligations and responsibilities;
- Penalties and compensation;
- Termination;
- Force majeure;
- Dispute resolution.
5. What tools are available to help facilitate complex contract execution more efficiently?
Contract management software (DocuSign CLM, Agiloft, ContractWorks, PandaDoc);
- E-signature platforms (DocuSign, Adobe Sign, SignNow);
- Drafting/review tools (MS Word with legal add-ins, LegalSifter);
- Legal databases and model contract libraries.
6. Which personnel in the enterprise should be involved in the process of supporting the implementation of complex contracts?
- In-house legal or compliance departments;
- Finance/accounting departments;
- Business/project departments;
- Executive management or legal representatives.
IV. Legal advisory services on supporting the execution of complex contracts
The foregoing is NPLaw’s overview on supporting the execution of complex contracts. With a team of experienced lawyers and legal experts, NPLaw is always ready to accompany, advise, and assist clients in addressing legal issues concerning the execution of complex contracts. For legal support, please contact NPLaw.
