Freelance Contracts with Vietnamese Clients: What to Write In

A signed contract in Vietnam protects you only as far as you can realistically enforce it. The economic threshold for suing a Vietnamese SME is high enough that the contract is mostly a behavioural document — it sets expectations and prevents misunderstanding. With that framing it is still essential.

Language: bilingual or it doesn't help

A contract in English alone is legally valid between you and a Vietnamese counterparty if both signed, but:

• Vietnamese courts and arbitration will use the Vietnamese text
• Tax authorities want Vietnamese
• A Vietnamese client's accountant will refuse an English-only contract for their books

The standard is a two-column bilingual contract, English on the left, Vietnamese on the right, with a clause specifying which language governs in case of conflict. As the foreign party, you want English to govern. Vietnamese clients will sometimes push for Vietnamese; this is a real negotiation point.

Payment structure that actually pays

Vietnamese B2B payment terms are often "net 30" written down but "net 45–75" in practice. To protect cash flow:

Structure	When to use
50% deposit / 50% on delivery	Standard for design, creative, dev projects
30/30/40 milestones	Larger projects, 6+ weeks
Monthly retainer, paid in advance	Ongoing work
Net 15 with 2% late fee	Recurring clients with good track record

Never start work on a credit basis with a new Vietnamese SME. The deposit is the qualifier — if they argue about paying 30% to start, the project will be a fight at every milestone.

Bank details and currency

• USD invoices to corporate clients are accepted by most banks
• VND invoicing is simpler and avoids the FX dance
• Specify the bank, the account, and the currency exactly
• If you're a foreign individual, your client will withhold Foreign Contractor Tax (5% VAT + 5% CIT typically); decide whether your fee is gross or net of FCT and put it in writing

IP assignment

Default position in Vietnam: IP belongs to the creator unless explicitly assigned. State explicitly:

• IP transfers on full payment
• Until then, you grant only a non-exclusive licence
• Pre-existing work and tools remain yours
• Open source remains under its original licence

Termination and notice

• 14–30 days' written notice either side
• Payment for work completed up to termination
• Return / destruction of confidential materials
• Survival of IP, confidentiality and limitation clauses

Dispute resolution

Three realistic options:

1. Vietnamese courts — cheap to file, slow (12–24 months), Vietnamese-language only, judgments hard to enforce against SMEs. Use for sums over $20,000.
2. VIAC arbitration (Vietnam International Arbitration Centre) — faster (6–9 months), English available, awards more reliably enforceable. Use for $5,000–50,000 with sophisticated counterparties.
3. Mediation — informal, often via a mutual contact. The realistic option for small sums.

State VIAC in your contract for anything over $10,000. For smaller amounts, accept that legal recourse isn't practical and rely on deposits + reputation.

A bare-minimum freelance contract clauses checklist

• Parties (full legal names, MSTs, addresses)
• Scope of work (annex if detailed)
• Deliverables and acceptance criteria
• Fees, currency, payment schedule, late fee
• Change requests procedure
• IP and licensing
• Confidentiality (mutual)
• Termination and notice
• Governing law (Vietnamese law, or your home if client agrees)
• Dispute resolution (VIAC, English language, three arbitrators or sole)
• Bilingual clause and language precedence
• Signature blocks with company seal for Vietnamese party

What goes wrong

• Scope creep without change orders
• Client's "accountant on holiday" excuses for late payment
• Final 30% withheld over minor revisions
• Client wants source files before final payment
• "We need to wait for our client to pay us"

Defences: deposit, milestone payments, deliver final files only on receipt, written change orders.

Honest take

Vietnamese small businesses are not malicious, but their cash flow is tight and you are an unsecured creditor. A clear bilingual contract with a real deposit converts you from "the foreign freelancer who can wait" to "a vendor who has terms". Without it, you'll be in their accounts-payable queue forever.

Related

• Freelancing and invoicing from Vietnam
• Invoicing Vietnamese clients
• Starting a company in Vietnam
• Hiring locally in Vietnam