Downloading a contract template online, changing the parties’ names and signing is a familiar practice in many businesses. It saves time, but the template was usually written for a different transaction, a different point in the law and a different negotiating position. When a dispute arises, clauses that seemed “standard” may not protect the business: the contractual penalty exceeds the legal cap, the right to claim damages is left out, or the scope of work is not clear enough to prove a breach. This article explains the difference between a “template contract” and a “standard-form contract”, analyses 7 common risks of using ready-made contracts under the Civil Code 2015, the Commercial Law 2005 and the Law on Protection of Consumer Rights 2023, and gives a checklist for businesses to check before signing.
- Template contracts save time, but they do not replace an assessment of the specific transaction.
- The applicable law decides how to design the contractual penalty and damages: the Civil Code 2015 lets the parties agree the penalty amount, while the Commercial Law 2005 caps it at 8% of the value of the breached part of the obligation (except in the case in Article 266).
- When your business is the party offering a standard-form contract, vague clauses or overly broad exemptions can turn against your own business (Article 405, Civil Code 2015).
- Transactions with consumers are also governed by the Law on Protection of Consumer Rights 2023; for some essential goods and services, the standard-form contract must be registered.
- Each template needs an owner, an update date and rules for amendments.
A template contract is not dangerous in itself. The risk is that the template is not adapted to the actual transaction.
The seven common risks are: an outdated legal basis; the wrong type of transaction; badly designed contractual penalty and damages clauses; a vague scope of work and acceptance; generic force majeure and termination clauses; an unsuitable dispute resolution mechanism; and the particular risks when your own business is the party offering a standard-form contract.
The safe approach is to use the template as a starting point, then review the key clauses against the actual transaction, and have someone responsible for keeping the template up to date.
1. How do template contracts and standard-form contracts differ?
| Template contract (hợp đồng mẫu) | Standard-form contract (hợp đồng theo mẫu) | |
|---|---|---|
| Nature | A ready-made document that the business downloads, inherits or drafts itself for reuse | A contract whose terms are put forward by one party in a standard form for the other party to respond to within a reasonable time |
| Legal basis | No specific rules; the general rules on contracts apply | Article 405, Civil Code 2015; the Law on Protection of Consumer Rights 2023 for transactions with consumers |
| Main risk | Does not fit the actual transaction | Unclear or unfavourable terms may be interpreted against the party that offered the form |
This article covers both, because many businesses both use downloaded templates and turn those templates into standard-form contracts for their customers.
2. 7 risks of using ready-made contracts
1. Outdated legal basis
Many templates online still cite the Civil Code 2005 or laws that have been replaced. Citing the wrong legal basis does not usually make the contract invalid by itself. But it is a sign that the template has not been updated, and the clauses in it may no longer fit the current rules.
Status of the amendments to the Commercial Law (as of 4 October 2026)
Under Resolution No. 141/NQ-CP of 1 June 2026, the Government approved the policies for the draft Law amending and supplementing a number of articles of the Commercial Law, the Law on Competition, the Law on Foreign Trade Management and the Law on Protection of Consumer Rights. The draft law is expected to be submitted to the National Assembly at the second session of the 16th National Assembly (October 2026). At the time of review, the amending law had not been passed; the Commercial Law 2005 and the Law on Protection of Consumer Rights 2023 currently in force still apply.
Put a legal update date on each template and review templates periodically when new laws are issued. If the amending law is passed, check its effective date and transitional provisions before changing your templates.
2. The wrong type of transaction
A single “service contract” template used for both business customers and consumers may ignore rules that differ between them.
Applicable law by type of transaction
Commercial activities between traders are governed by the Commercial Law No. 36/2005/QH11. Transactions with consumers are also governed by the Law on Protection of Consumer Rights No. 19/2023/QH15 (in force from 1 July 2024). The Civil Code No. 91/2015/QH13 sets the general rules on contracts.
Separate templates by type of counterparty (B2B / B2C) and type of transaction (sale of goods, services, agency, processing, etc.).
3. Contractual penalty and damages “pieced together” wrongly
This is a common error when clauses are combined from several templates. The two legal regimes take different approaches:
| Civil Code 2015 | Commercial Law 2005 | |
|---|---|---|
| Penalty amount | Agreed by the parties, unless a relevant law provides otherwise (Clause 2, Article 418) | Agreed by the parties but not more than 8% of the value of the breached part of the contractual obligation, except in the case in Article 266 (Article 301) |
| Penalty and damages | If the parties agree a contractual penalty but do not agree that the breaching party pays both the penalty and damages, the breaching party only pays the penalty (Clause 3, Article 418) | If a contractual penalty is agreed, the aggrieved party may apply both the penalty and claim damages, unless the Commercial Law provides otherwise (Article 307) |
Analysis: a 20% penalty in a commercial contract risks being accepted only up to the legal cap. Conversely, a civil contract with a penalty clause that forgets to say “both penalty and damages” may lose the right to claim damages.
Identify the applicable law first, then design the penalty amount and the relationship between penalty and damages to fit it. Check the remedies clauses again when commercial law changes.
4. Vague scope of work, acceptance and evidence
Templates often contain only the line “Party B provides services as agreed”. In a dispute, the first questions are usually: what does the work include, what standard counts as “passed”, and what evidence shows it was handed over?
- An appendix setting out the scope of work.
- Acceptance criteria and deadlines.
- A “deemed acceptance” mechanism if the other party does not respond.
- Valid notice channels (which email, which address).
5. Generic force majeure, change of circumstances and termination clauses
Templates often copy a definition of force majeure but do not say how soon notice must be given, which documents are needed, and after how long the contract may be terminated.
Force majeure and fundamental change of circumstances
The Civil Code 2015 defines a force majeure event in Clause 1, Article 156: an event that occurs objectively, cannot be foreseen and cannot be overcome even though all necessary measures and capabilities have been applied. Article 420 of the Civil Code 2015 governs performance of a contract when there is a fundamental change of circumstances: the affected party may ask the other party to renegotiate; if they cannot agree, either party may ask the court to terminate or amend the contract.
Analysis: the law sets the concept and the principles, but the practical mechanism (notice period, evidence, conditions for termination) has to be designed in the contract.
Set out the notice procedure, evidence, renegotiation and conditions for termination clearly.
6. An unsuitable dispute resolution mechanism
A template may choose arbitration without naming the arbitration centre, or choose a court in an unfavourable location. An unclear arbitration agreement can prolong the dispute before the merits are even considered.
Choose the mechanism based on the value, the counterparty and the need for confidentiality. If you choose arbitration, state the correct name of the arbitration centre and the procedural rules.
7. When your business is the party offering a standard-form contract
When your business uses one standard form for many customers, the risk is reversed.
Standard-form contracts
Under Article 405 of the Civil Code 2015, where a standard-form contract contains an unclear term, the party that offered the standard form bears the disadvantage when that term is interpreted. Terms that exempt the offering party from liability, increase the other party’s liability or remove the other party’s legitimate rights are invalid, unless otherwise agreed.
For consumer customers, the Law on Protection of Consumer Rights 2023 adds requirements for standard-form contracts and general trading conditions (such as disclosure, language and terms that are invalid). Organisations and individuals trading in goods and services on the list issued by the Ministry of Industry and Trade (currently Circular No. 42/2025/TT-BCT, in force from 1 July 2025, covering groups such as electricity, domestic water, telecommunications, pay TV, air and rail passenger transport, and sale of apartments) must register their standard-form contracts and general trading conditions with the state authority for consumer protection.
Write clearly and avoid overly broad exemption clauses. Check whether your line of business is on the registration list, and check the current list before using a template with consumers.
If your departments manage many contract templates themselves, FC Legal can review the templates in use with you, identify risky clauses and propose how to standardise them.
3. Where should your business start?
5 steps to manage your contract templates- List the templates in use: type of transaction, department using it, update date.
- Give each template an owner responsible for updates.
- Define the “editable zone” (price, quantity, timeline) and the “zone needing legal approval” (penalty, damages, termination, disputes).
- Carry out legal reviews periodically and when new laws are issued.
- Keep versions: know which contract was signed on which version of the template.
Checklist before using a ready-made template
- Does the template cite a legal basis that is still in force?
- Does the template fit the type of transaction and type of counterparty (B2B/B2C)?
- Are the penalty amount and the penalty–damages relationship right for the applicable law?
- Is there an appendix on scope, acceptance criteria and notice channels?
- Does the force majeure clause include a notice and termination procedure?
- Is the dispute resolution mechanism complete and correct?
- Have all names, codes and representatives from the previous transaction been removed?
- Does the signatory have authority or a valid authorisation?
On signing authority, see also the article “Authority to sign commercial contracts”; on force majeure clauses, see “Force majeure and fundamental change of circumstances”.
4. Frequently asked questions
Is it lawful to use a contract template downloaded from the internet?
Yes. The law does not prohibit using ready-made templates; there are no specific rules on template contracts, and the general rules on contracts apply. The risk lies in the content: the template may cite an outdated legal basis, not match the type of transaction, or have penalty and damages clauses that do not fit the applicable law. Businesses should review the key clauses before signing.
What contractual penalty can the parties agree in a commercial contract?
Under Article 301 of the Commercial Law 2005, the penalty for a breach of a contractual obligation, or the total penalty for several breaches, is agreed by the parties but may not exceed 8% of the value of the breached part of the contractual obligation, except in the case in Article 266. For civil contracts, the Civil Code 2015 lets the parties agree, unless a relevant law provides otherwise.
If a contractual penalty is agreed, can the aggrieved party still claim damages?
It depends on the applicable law. Under Article 307 of the Commercial Law 2005, if a penalty is agreed, the aggrieved party may apply both the penalty and claim damages, unless the law provides otherwise. Under Clause 3, Article 418 of the Civil Code 2015, if the parties only agree a penalty and do not agree on both penalty and damages, the breaching party only pays the penalty.
How is an unclear term in a standard-form contract interpreted?
Under Article 405 of the Civil Code 2015, the party that offered the standard-form contract bears the disadvantage when an unclear term is interpreted. Terms that exempt the offering party from liability, increase the other party’s liability or remove the other party’s legitimate rights are invalid, unless otherwise agreed.
Which businesses must register their standard-form contracts?
Under the Law on Protection of Consumer Rights 2023, organisations and individuals trading in goods and services on the list issued by the competent authority must register their standard-form contracts and general trading conditions when dealing with consumers. The current list (Circular No. 42/2025/TT-BCT) covers groups such as electricity, domestic water, telecommunications, passenger transport and sale of apartments.
5. Legal basis and references
- Civil Code No. 91/2015/QH13 (Articles 156, 405, 418, 420).
- Commercial Law No. 36/2005/QH11 (Articles 301, 307).
- Law on Protection of Consumer Rights No. 19/2023/QH15 (in force from 1 July 2024).
- Circular No. 42/2025/TT-BCT of the Ministry of Industry and Trade issuing the List of products, goods and services subject to registration of standard-form contracts and general trading conditions (in force from 1 July 2025).
- Government Resolution No. 141/NQ-CP of 1 June 2026 on the policies of the draft Law amending and supplementing a number of articles of the Commercial Law, the Law on Competition, the Law on Foreign Trade Management and the Law on Protection of Consumer Rights.
The status of the law was reviewed up to 4 October 2026.
Review your commercial contracts with an FC Legal lawyer
We check the clauses, the allocation of risk and propose amendments before your business signs.
- Review of drafts and clause-by-clause risk assessment
- Standardising template contracts, appendices and the internal approval process
- Support in negotiations and in handling breaches and disputes
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This article is for reference. It reflects the rules in force at the time of publication. For legal advice on a specific case, please contact an FC Legal lawyer.
Prepared by the FC Legal legal team and reviewed by FC Legal’s Managing Lawyer. Updated 4 October 2026.
