From 01/7/2026, all newly signed construction contracts must comply with the 2025 Construction Law and Decree 210/2026/ND-CP (replacing Decrees 37/2015 and 50/2021). A contract missing core clauses is not only hard to enforce in disputes, but may deprive a business of its most important legal tool for self-protection.
This article systematizes 8 groups of indispensable clauses — grouped from the 14 contents listed in Clause 4, Article 82 of the 2025 Construction Law — along with new points of Decree 210/2026 and the new contract templates under Decision 1040/QD-BXD 2026.
1. Contract information and grounds for conclusion
Under Article 7 of Decree 210/2026, the following must be stated in the contract: contract type, number, work name, package name, project name (if any), construction site and grounds for conclusion; transaction names of the parties, representatives, addresses, tax codes, account numbers, contact details, time and place of conclusion. Where the contractor is a consortium, full information of each member must be stated, clearly identifying the lead member. grounds for conclusion include: legal bases, scope requirements, contractor selection results (if any), and contract negotiation outcomes.
2. Scope and volume of work
Article 8 of Decree 210/2026 requires clearly defining the contents and volumes the contractor must perform — consistent with bidding dossiers, bid dossiers and negotiation minutes. Special situations need specific provisions: the awarding party supplying part/all materials or machinery; work division within a consortium; aligning scope and schedule where there are multiple prime contractors or where a prime contracts with subcontractors. Vague scope is the leading cause of “is this covered by the contract?” disputes.
3. Quality, technical requirements, acceptance and handover
Parties must agree on applicable technical regulations, standards and instructions; acceptance and handover procedures and timing for each work item; participating personnel; and forms and signatories of records (Article 9). Key note: works requiring acceptance before proceeding must be notified to the awarding party in advance by the contractor; defective products must be remedied or replaced — the party causing defects bears all remediation, testing and inspection costs.
4. Duration and schedule
Article 10 of Decree 210/2026 clearly distinguishes: the contract’s effective duration (from effectiveness until all obligations are completed, including finalization); the work performance period (excluding warranty, author supervision and finalization procedures); and the implementation schedule — master and detailed plans showing completion, acceptance and handover milestones. The schedule is the legal basis for determining delays and applying penalties, so milestones must be specific and measurable.
5. Contract price, advances, payment, settlement and finalization
The most cash-flow-sensitive clause group. Must specify: price form (9 types under Article 6: lump-sum, fixed unit price, adjustable unit price, time-based, cost-plus-fee, output-based, percentage-based, mixed); cost items and taxes/fees included or excluded; advances capped at 30% of contract value, advance guarantees for advances above VND 1 billion, recovery through payment installments; payment within 14 working days of receiving complete valid dossiers; settlement and finalization procedures and payment currency.
6. Performance security
Decree 210/2026 tightens contract performance security measures and levels, especially for public investment and PPP projects (Clause 4, Article 83 of the Construction Law). Contracts should specify the security form (usually bank guarantee), value, validity period and conditions for release or enforcement upon breach. Without this clause, the awarding party has virtually no financial instrument to bind the contractor.
7. Liability for breach, bonuses and penalties
Clause 10, Article 82 of the 2025 Construction Law requires contracts to address liability for breach, bonuses and penalties. The principle: penalty, bonus and damage compensation levels must be agreed in the contract — no penalty clause means no penalty can be applied. Note the statutory cap: for works under public investment or PPP projects, penalties may not exceed 12% of the breached contract portion’s value. Beyond penalties, the breaching party must also compensate damages as agreed.
8. Suspension, termination, disputes and force majeure
The often-neglected “defensive” clause group: conditions and procedures for contract suspension and termination (Article 85 of the Construction Law); dispute resolution methods — negotiation, mediation, arbitration or courts (for public investment and PPP projects, domestic arbitration is preferred); and provisions on risks, force majeure and fundamental change of circumstances — grounds for contract amendment, price adjustment and liability exemption upon objective events. Leaving this group blank means that when incidents occur, the parties have no pre-agreed “rules of the game”.
Frequently asked questions
Q: Is use of the Ministry of Construction’s templates mandatory?
A: Decision 1040/QD-BXD 2026 publishes contract templates for parties’ reference and application. Parties may adjust and supplement them for each specific contract, provided they do not contravene the 2025 Construction Law and Decree 210/2026.
Q: Must contracts signed before 01/7/2026 be revised to the new templates?
A: Not mandatory. Concluded contracts continue per their agreements; but amending appendices and new contracts signed from 01/7/2026 should comply with the 2025 Law and Decree 210/2026.
Q: What if the dispute resolution clause is missing?
A: Without agreement, disputes are resolved per legal provisions (negotiation, mediation, arbitration, courts) — but determining jurisdiction takes time and costs far more than having agreed in advance in the contract.
Need to review or draft construction contracts under the 2025 Law and Decree 210/2026? Contact us for advice.
This article was prepared by the FLAW AI Legal Council. Content is pending QA Council review before submission for approval; information is for reference only and does not replace legal advice for your specific case.