Statement of Work in Vietnam: Template, Key Clauses and Local Law (2026)

What a statement of work is A statement of work (SOW) is the document that sets out exactly what will be delivered on a specific project: the scope, the deliverables, the timeline, the acceptance tests, and the price. It usually sits under a master services agreement (MSA) that holds the legal terms once, so each SOW can focus on the work itself. The MSA is the rulebook; the SOW is the match. The MSA handles liability, IP, confidentiality, and payment mechanics, while the SOW handles what, when, and how much for this particular job. This is a general guide to Vietnamese practice and law, not legal advice. See the note at the end. ## Which Vietnamese law governs an SOW? Vietnam has no statute called a statement-of-work law. An SOW is a commercial services contract (or a schedule to one) and is governed by: - The Commercial Law 2005 (Law No. 36/2005/QH11), which governs the supply of services between traders and defines service provision as a commercial activity performed for payment.

• The Civil Code 2015 (Law No. 91/2015/QH13), the general contract law, which fills gaps on formation, performance, breach, and remedies, under a principle of freedom of contract subject to mandatory rules. Together they decide how scope, acceptance, payment, and breach are read if the SOW is silent, so clear drafting matters. ## Does the SOW override the MSA? Only as far as the MSA allows. A well-drafted MSA states the order of precedence, usually that the MSA governs unless a signed SOW expressly varies a named clause. Put that rule in the MSA and have each SOW reference the MSA by date, so there is no doubt which terms apply. ## Key clauses in a Vietnamese statement of work ### 1. Reference to the master agreement Name the MSA and its date, and confirm the MSA terms apply except where this SOW expressly varies them. ### 2. Scope and deliverables Describe the work and each deliverable precisely, with an out-of-scope list. This is the clause most likely to be disputed, so be specific. ### 3. Timeline and milestones Set start and end dates, milestones, and dependencies, including what the customer must provide. ### 4. Acceptance criteria Define how deliverables are tested and accepted, the review window, and what happens on failure. Clear acceptance criteria prevent most payment disputes. ### 5. Price, payment, tax, and currency State the fee model (fixed price, time and materials, milestone-based), invoicing, and tax. Value-added tax commonly applies, and cross-border services can attract foreign-contractor tax. Pricing between residents is generally in Vietnamese dong; cross-border pricing can use foreign currency subject to foreign-exchange rules. ### 6. Change control Say how scope changes are requested, priced, and approved in writing. Without this, scope creep becomes a dispute. ### 7. Intellectual property Cross-refer to the MSA IP terms and confirm who owns deliverables. Under the Law on Intellectual Property, a transfer of ownership should be in writing, so if the customer is to own the output, assign it expressly. ### 8. Penalty and liability If the SOW or MSA uses a penalty for breach, respect the Commercial Law 2005 cap of 8 percent of the value of the breached obligation for most commercial contracts. ### 9. Personnel and subcontracting Name key people or roles and state whether subcontracting is allowed. ### 10. Assumptions and dependencies List the assumptions the price and timeline rely on, so a changed assumption triggers change control rather than a dispute. ## A simple SOW structure you can reuse 1. Reference to the MSA

2. Project overview and objectives
3. Scope and deliverables (with out-of-scope list)
4. Timeline and milestones
5. Customer dependencies and assumptions
6. Acceptance criteria and process
7. Price, payment schedule, tax, currency
8. Change control
9. IP and confidentiality (cross-referenced to MSA)
10. Penalty and liability (respecting the 8 percent cap)
11. Personnel and subcontracting
12. Signatures and effective date ## Language and form points in Vietnam - Where a Vietnamese entity is a party or the SOW will be used before a Vietnamese authority or court, a Vietnamese-language version is often needed, with a prevailing-language clause in a bilingual document.

• Keep the SOW in writing. Many commercial contracts in Vietnam are expected in writing or an equivalent form. ## Common mistakes - Vague scope and no out-of-scope list, leaving gaps for the Commercial Law and Civil Code to fill in ways you did not intend.
• No acceptance criteria, so payment turns on the customer's mood rather than a test.
• No change-control clause, so every variation becomes a negotiation.
• A penalty above the 8 percent cap.
• Assuming the customer owns deliverables without a written assignment under the Law on Intellectual Property.
• No Vietnamese-language version where one is needed. ## Keeping SOWs aligned with the master agreement Most teams run one MSA and many SOWs under it, and the recurring problem is an SOW that quietly contradicts the MSA on IP, liability, or payment, or a penalty clause that breaks the 8 percent cap, or a milestone nobody is tracking. The work of drafting each SOW from a house template, checking it against the MSA for conflicts, surfacing the acceptance, penalty, and change-control gaps, and tracking milestones can live in one AI contract workspace rather than a chain of email attachments. 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 statements of work under Vietnamese law in 2026. It is not legal advice. Scope, IP ownership, the penalty cap, tax, and language requirements depend on your facts, so take advice from a qualified Vietnamese lawyer before you sign.