Master Services Agreement in Vietnam: Template, Key Clauses and Local Law (2026)

What a master services agreement is A master services agreement (MSA) is the standing contract between a service provider and a customer that holds the legal terms once, so individual projects can run under short statements of work (SOWs) without renegotiating everything each time. The MSA covers payment, liability, intellectual property, confidentiality, and termination; each SOW covers the scope, deliverables, and price of one job. The point of an MSA is speed with control: agree the hard terms once, then move fast on each project. This is a general guide to Vietnamese law, not legal advice. See the note at the end. ## Which Vietnamese law governs an MSA? Two statutes sit behind almost every services contract in Vietnam: - The Commercial Law 2005 (Law No. 36/2005/QH11). It governs commercial activities between traders, including the supply of services. It defines a service provision as a commercial activity in which one party performs services for another in return for payment, and it carries core rights and obligations for commercial dealings.

• The Civil Code 2015 (Law No. 91/2015/QH13), in force since 1 January 2017. It is the general law of contracts and fills in where the Commercial Law is silent, on formation, performance, breach, and remedies. The guiding principle is freedom of contract, subject to mandatory rules. In short, the Commercial Law is the specific layer for commercial services and the Civil Code is the general layer underneath it. A B2B MSA in Vietnam usually engages both. ## Form and language points that matter in Vietnam - Writing. For commercial certainty, put the MSA in writing. Several commercial contract types in Vietnam must be in writing or an equivalent form.
• Language. If either party is a Vietnamese entity or the contract will be used before a Vietnamese authority or court, a Vietnamese-language version is often needed, and a bilingual contract should state which language prevails.
• Currency. Pricing between Vietnamese residents is generally expected in Vietnamese dong; cross-border contracts can use foreign currency, but check the foreign-exchange rules. ## Key clauses in a Vietnamese MSA ### 1. Structure and precedence State that the MSA sets standing terms and that SOWs sit under it, and set which prevails if they conflict (usually the MSA, unless an SOW expressly varies a named clause). ### 2. Scope and services framework Describe the categories of services at a high level and leave the detail to SOWs. ### 3. Fees, payment, tax, and currency Set the fee model, invoicing, payment terms, and taxes. Vietnamese value-added tax and, for cross-border services, foreign-contractor tax can apply, so allocate tax responsibility expressly. ### 4. Intellectual property Say who owns deliverables and who keeps background IP. Where software or other protected works are created, the Law on Intellectual Property governs ownership and any assignment, which should be in writing. ### 5. Confidentiality Protect commercial and technical information, with clear carve-outs and a survival period. ### 6. Data protection If personal data is processed, align with the Law on Personal Data Protection (Law No. 91/2025/QH15), in force since 1 January 2026, which replaced Decree 13/2023/ND-CP. Build in data-handling and cross-border obligations. ### 7. Warranties and service levels Set performance standards and service levels, and the remedy if they are missed. ### 8. Liability Allocate and cap liability. Note that the Commercial Law 2005 contains its own rules on damages and on penalties for breach, and it caps a contractual penalty for breach at 8 percent of the value of the breached obligation for most commercial contracts, so a penalty clause should respect that limit. ### 9. Term and termination Set the term, renewal, termination for convenience and for breach, and the consequences of termination, including handover and payment for work done. ### 10. Dispute resolution and governing law Choose the law and forum. Vietnamese parties often use Vietnamese law and either the courts or arbitration (for example, the Vietnam International Arbitration Centre). Foreign arbitral awards are enforceable in Vietnam under the New York Convention, subject to local recognition. ## A simple MSA structure you can reuse 1. Parties and definitions

2. Structure (MSA plus SOWs) and precedence
3. Services framework
4. Fees, payment, tax, currency
5. Intellectual property
6. Confidentiality
7. Data protection
8. Warranties and service levels
9. Liability (respecting the penalty cap)
10. Term and termination
11. Governing law and dispute resolution
12. Schedules: SOW template, rate card ## Common mistakes - Ignoring the 8 percent penalty cap in the Commercial Law 2005 and writing an unenforceable penalty.

• Leaving tax to chance where foreign-contractor tax applies to cross-border services.
• No Vietnamese-language version where one is needed, and no prevailing-language clause.
• Assuming the customer owns deliverables automatically, when the Law on Intellectual Property needs a written assignment.
• Pricing in foreign currency between residents without checking foreign-exchange rules. ## Keeping the MSA and its SOWs in step An MSA is only as strong as the SOWs under it, and the usual problem is an SOW that quietly contradicts the MSA on IP, liability, or payment, plus renewal and termination dates that nobody is tracking across a stack of projects. The work of drafting from a house template, checking each SOW against the MSA, surfacing the penalty or tax clause that does not fit Vietnamese rules, and keeping dates in view can live in one AI contract workspace rather than scattered files. Adira is an AI legal operating system that drafts, reads, and tracks contracts in one place, tuned to how your company contracts and built on frontier AI; its deepest jurisdiction support today is India, with other jurisdictions including Vietnam on the roadmap, so confirm local-law depth before relying on it. ## Not legal advice This page is a general explanation of master services agreements under Vietnamese law in 2026. It is not legal advice. The penalty cap, tax treatment, language requirements, and IP ownership depend on your facts, so take advice from a qualified Vietnamese lawyer before you sign.