Contract Drafting & Review

A contract is read carefully only twice: when it is drafted, and when something goes wrong. The clauses that matter in a dispute — termination, liability, governing law, dispute resolution — are usually the ones given least attention at signing.

Wise Counsel drafts and reviews commercial contracts for Vietnamese and foreign businesses, with the emphasis on how each clause will operate if the relationship deteriorates.

What we help with

• Drafting supply, distribution, agency, service and manufacturing agreements
• Reviewing contracts presented by the counterparty and advising on what to negotiate
• Advising on limitation of liability, indemnities, penalties and liquidated damages
• Termination rights, notice periods and consequences of termination
• Governing law and dispute resolution clauses — and whether they are enforceable in Vietnam
• Force majeure, price adjustment and change of law provisions
• Confidentiality, non-compete and intellectual property ownership clauses
• Bilingual contracts and advising on which language version prevails

We draft for the day the relationship stops working, not the day it starts. That is when the wording is tested.