Decree 210/2026/ND-CP detailing the Law on Construction regarding construction contracts

DECREE

Detailing and guiding the implementation of a number of articles of the Law on Construction regarding construction contracts

Pursuant to the Law on Organization of the Government No. 63/2025/QH15;

Pursuant to the Law on Construction No. 135/2025/QH15;

At the proposal of the Minister of Construction;

The Government promulgates the Decree detailing and guiding the implementation of a number of articles of the Law on Construction regarding construction contracts.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

1. This Decree details a number of articles of the Law on Construction regarding construction contracts, including:

a) Article 82 on classification, contents and dossiers of construction contracts;

b) Clause 4 of Article 83 on security measures and levels for the performance of obligations under construction contracts for public investment projects and PPP projects;

c) Clause 4 of Article 84 on methods, contents and procedures for construction contract modification;

d) Article 85 on suspension and termination of construction contracts;

dd) Article 87 on payment, account-finalization and liquidation of construction contracts.

2. Measures to organize and guide the implementation of the Law on Construction regarding requirements for the management of contract performance and subcontracts.

Article 2. Subjects of application

This Decree applies to contract-awarding parties, contractors, and organizations and individuals involved in the conclusion and management of the performance of construction contracts.

Article 3. Interpretation of terms

In this Decree, the terms below are construed as follows:

1. Contract-awarding party means an organization or individual that enters into a construction contract with a contractor to perform one job, part of jobs or the whole of jobs in construction activities. The contract-awarding party may directly enter into the contract or authorize another individual or legal person to do so in accordance with law.

2. Contractor means an organization, an individual, or a combination of organizations and individuals that enters into a construction contract with a contract-awarding party to perform one job, part of jobs or the whole of jobs in construction activities. The contractor may directly enter into the contract or authorize another individual or legal person to do so in accordance with law.

3. General terms of the construction contract mean documents enclosed with a construction contract providing fundamental rights, obligations and relationships of parties to the construction contract, and other necessary contents.

4. Specific terms of the construction contract mean documents enclosed with a construction contract to concretize, modify or supplement a number of provisions of the general terms of the construction contract.

5. Construction contract annex means a document enclosed with a construction contract to detail, clarify or supplement a number of contents of the construction contract. In case where a contract annex supplements the contents of a construction contract, such clause in the contract shall be considered modified.

6. Working day means a day according to the solar calendar, except Saturdays, Sundays, and public holidays and Lunar New Year holidays prescribed by law.

7. Scope of contract jobs means the whole of works, work items, products, services and jobs that a contractor has the obligation and responsibility to perform under the contract agreement.

8. Reasonable additional volume and jobs mean the volume and jobs outside the scope of the contract that are necessary to be adjusted or supplemented during the course of contract performance as agreed upon by the parties.

9. Contract obligation means commitments that parties must perform under the contract agreement and in accordance with law to ensure that products of a construction contract are executed with the proper quality, schedule, costs and other requirements of the construction contract.

10. Contract jobs mean the whole of jobs that a contractor has the obligation to perform to create and complete products of a contract, satisfying contract requirements.

Article 4. Principles of concluding construction contracts, and requirements for management of construction contract performance

1. The conclusion of a construction contract must comply with Clause 2, Article 80 of the Law on Construction, the civil law, and other relevant laws, and ensure the following principles:

a) For a consortium of contractors, the division of volume and jobs in a consortium agreement must suit the capacity of each consortium member;

b) In case where a project owner enters into construction contracts with multiple principal contractors to perform jobs of a project, the scope of jobs, implementation schedule and other related contents of each contract must ensure consistency and synchronization with the scope of jobs, implementation schedule and other related contents of the project, avoiding overlaps;

c) In case where a principal contractor enters into a construction contract with a subcontractor, the scope of jobs, implementation schedule and other related contents of subcontracts must ensure consistency and synchronization with the scope of jobs, implementation schedule and other related contents of the principal contract, avoiding overlaps.

2. Within the scope of their rights, obligations and responsibilities, parties shall work out plans and performance organization measures suitable to contents of the concluded construction contract to achieve agreements in the contract. Based on specific requirements of each construction contract, the content of management of construction contract performance includes:

a) Management of contract performance duration and schedule;

b) Management of quality;

c) Management of contract volume and price;

d) Management of occupational safety, environmental protection, and fire and explosion prevention and fighting (if any);

dd) Management of contract modification;

e) Other contents as agreed upon by the parties, in conformity with relevant law provisions.

3. In case where parties have an agreement on representatives to perform the management of construction contract performance, the parties shall appoint and notify the other party of the representatives, and the scope, responsibilities and powers of such representatives to manage the construction contract performance.

4. All recommendations, proposals, requests and opinions of parties in the course of management of construction contract performance must be made in writing (or as data messages for e-transactions in accordance with the law on e-transactions). The content of a written recommendation, proposal or request must express grounds, bases, and efficiency (if any) of such recommendation, proposal or request, and the response time limit according to the contract agreement.

a) In case where the party receiving a recommendation, proposal or request fails to resolve it according to the agreement, such party shall bear responsibility and pay compensation for damage caused to the other party (if any);

b) For construction contracts under public investment projects and PPP projects, the party receiving a recommendation, proposal or request shall respond in writing regarding the approval or disapproval within the time limit agreed upon by the parties in the construction contract, which must not exceed 07 working days from the date of receipt of such recommendation, proposal or request; in case of disapproval, the reasons therefor must be clearly stated;

c) Recommendations, proposals and requests of the parties in the course of management of contract performance must be sent to the exact transaction address or address for information exchange agreed upon by the parties in the construction contract.

5. For EPC, EP, and EC contracts:

a) The parties shall negotiate and clearly determine the scope of jobs, design requirements, supply of equipment and technology, and handover conditions; the design, scope of jobs and contract price must be uniformly controlled throughout the course of implementation;

b) The contractor shall take responsibility for the completeness and synchronization of the design, equipment and technology within the scope of the contract; the contract-awarding party shall control design milestones, equipment supply, installation, commissioning and handover of the work; the payment shall be linked to performance results according to major job milestones of the contract;

c) Prior to conducting the procurement of materials and equipment within the scope of contract jobs, the contractor shall formulate requirements on technical specifications, technology and origin for the contract-awarding party to give opinions or approval prior to procurement if so agreed upon by the parties in the contract. The opinion or approval of the contract-awarding party shall not reduce the responsibility of the contractor for the procurement of materials and equipment under the contract agreement. In case where the parties have no agreement in the contract, the contractor shall be responsible for complying with the approved design dossier and the technical specifications, technology and origin of materials and equipment in the contract to conduct the procurement of materials and equipment.

6. For construction contracts under special public investment projects, or urgent or emergency projects and works, the project owner may decide by itself on the conclusion and management of the performance of construction contracts to ensure timeliness and flexibility suitable to requirements of the projects and works (including the conclusion of principle contracts and partial contracts), ensure progress and quality, and take responsibility for its decisions.

7. For construction contracts under public investment projects that require the application or testing of new construction technologies or new materials for which national standards are not yet available, the part of jobs requiring the application or testing of new technologies or new building materials and corresponding costs shall comply with law provisions on scientific and technological contracts and innovation.

8. For e-transaction contracts in construction (which mean construction contracts performed through electronic means in accordance with the law on e-transactions), the conclusion and management of the performance of construction contracts must comply with law provisions on electronic transactions.

Article 5. Grounds for concluding construction contracts

1. Grounds for concluding a construction contract include legal grounds, requirements on the scope and content of jobs to be performed, contractor selection results (if any), results of contract negotiation and finalization (if any), and other relevant documents.

2. For EPC, EC, and EP contracts, in addition to the grounds specified in Clause 1 of this Article, the grounds for concluding a contract shall include descriptions, the basic design or the approved FEED.

3. For turnkey contracts, in addition to the grounds specified in Clause 1 of this Article, the grounds for concluding a contract shall include project implementation tasks, the investment policy (if any), and the approved construction investment prefeasibility study report (if any).

Chapter II

SPECIFIC PROVISIONS

Section 1

CLASSIFICATION, CONTENTS AND DOSSIERS OF CONSTRUCTION CONTRACTS

Article 6. Classification and scope of application of construction contracts

1. Based on the nature and content of jobs to be performed, construction contracts are classified under Clause 1, Article 82 of the Law on Construction and specific provisions as follows:

a) Construction consultancy contract (abbreviated as consultancy contract) means a construction contract to perform one, several or the whole of consultancy jobs in construction activities;

b) Work construction contract (abbreviated as construction contract) means a construction contract to perform the construction of a work, work items or part of construction jobs according to a construction design;

c) Contract on the supply of supplies and equipment to be installed in a construction work (abbreviated as supplies and equipment supply contract) means a construction contract to perform the procurement and supply of supplies and equipment according to a technological design;

d) Contract on designing and supply of supplies and equipment to be installed in a construction work (Engineering - Procurement, abbreviated as EP) means a construction contract to perform design jobs and the procurement and supply of supplies and equipment according to a technological design;

dd) Work engineering-construction contract (Engineering - Construction, abbreviated as EC) means a construction contract to perform the design and construction of a work;

e) Work supplies-equipment supply-construction contract (Procurement - Construction, abbreviated as PC) means a construction contract to perform the procurement and supply of supplies and equipment according to a technological design for installation into a construction work and the construction of the work;

g) Work engineering-supplies and equipment supply-construction contract (Engineering - Procurement - Construction, abbreviated as EPC) means a construction contract to perform jobs from design, procurement and supply of supplies and equipment to the construction of a work and commissioning, acceptance testing and handover to the contract-awarding party;

h) Turnkey contract means a construction contract to perform the whole of jobs: formulating a feasibility study report; design; procurement and supply of supplies and equipment; construction of a work; commissioning, acceptance testing and handover to the contract-awarding party;

i) Other construction contract means a construction contract to perform other jobs in construction activities outside the jobs under the contracts specified at Points a, b, c, d, dd, e, g and h of this Clause, such as insurance contracts and bomb and mine clearance contracts.

2. Based on the form of applied contract prices, construction contracts are classified under Clause 2, Article 82 of the Law on Construction and specific provisions as follows:

a) Package contract means a type of construction contract in which the contract price is determined at the time of contract conclusion and shall remain unchanged throughout the course of contract performance corresponding to the content, scope of jobs, technical and product quality requirements, implementation schedule and other terms agreed upon by the parties in the contract, except for force majeure events, fundamental changes of circumstances, changes in the scope of jobs or other cases agreed upon by the parties in conformity with law provisions;

b) Fixed unit price-based contract means a construction contract in which unit prices for performing jobs within the scope of the contract shall remain unchanged during the course of contract performance, except for the cases specified at Point b, Clause 2, Article 24 of this Decree, force majeure events, fundamental changes of circumstances or other cases agreed upon by the parties in conformity with law provisions;

c) Adjustable unit price-based contract means a type of construction contract in which unit prices and the contract price may be adjusted based on agreements in the contract for the entire content of jobs in the contract;

d) Time-based contract means a type of construction contract with the contract price determined on the basis of unit prices for a time unit, the agreed salary rate by the hour, day, week or month stated in the contract and other reasonable costs as agreed upon in the contract;

dd) Charge-plus cost-based contract means a construction contract in which, at the time of contract conclusion, the parties agree that the contract price is determined on the basis of necessary direct costs to perform jobs within the scope of the contract and the levels of management costs, general costs and profit of the contractor;

e) Output-based contract means a type of construction contract in which, at the time of contract conclusion, the parties agree that the contract price is determined on the basis of specific requirements on the quantity and quality of output products; the contract payment value shall be based on contract performance results that undergo acceptance testing in terms of quality and quantity of output products and other factors (if any).

g) Percentage-based contract means a construction contract in which, at the time of contract conclusion, the parties agree that the contract price is determined by a percentage of the costs or the value of jobs to be performed;

h) Mixed contract means a construction contract in which the contract price is determined on the basis of a combination of the contract price forms specified at Points a, b, c, d, dd, e and g of this Clause for different parts of jobs under the contract;

i) Other construction contract means a construction contract in which the contract price is agreed upon by the parties and does not fall under any of the contract price forms specified at Points a, b, c, d, dd, e, g and h of this Clause.

3. In addition to the contract types specified in Clauses 1 and 2 of this Article, construction contracts are classified based on the relationship of the parties participating in the contract and other criteria in conformity with international practices. Based on the relationship of the parties participating in the contract, construction contracts consist of the following types:

a) Principal contract means a construction contract concluded between a project owner and a principal contractor;

b) Subcontract means a construction contract concluded between a principal contractor and a subcontractor, including the case where the subcontractor is nominated by the project owner;

c) Internal contracting agreement means a contract concluded between a contract-awarding party and a contractor within the same agency or organization;

d) A construction contract involving a foreign element means a construction contract in which at least one of the contracting parties is a foreign organization or individual.

Article 7. Contents of construction contracts; construction contract dossiers and order of priority of construction contract documents; information on construction contracts

1. The contents of a construction contract must comply with Clause 4, Article 82 of the Law on Construction. A construction contract dossier and the order of priority of documents enclosed with the construction contract must comply with Clause 5, Article 82 of the Law on Construction.

2. Information on a construction contract stated in the contract includes:

a) Contract type, contract number, name of job, name of bidding package, name of project (if any), construction location and grounds for contract conclusion;

b) Transaction names of the contracting parties, representatives of the parties, registered business address or transaction address, tax identification number, business registration certificate (if any), account number, telephone, fax, e-mail, time and location of contract conclusion, and other related information;

c) In case where the contractor is a consortium of contractors, full information on the consortium members specified at Point b of this Clause must be stated, which must clearly specify the leading member of the consortium.

Article 8. Contents and volume of construction contract jobs

1. The contents and volume of construction contract jobs mean the contents and volume of jobs that a contractor must perform under the agreement of the parties, in conformity with the scope of contract jobs, bidding dossier or dossier of requirements, bid dossier or dossier of proposals (if any), written records of negotiation (if any), and relevant legal documents.

2. Depending on each specific type of construction contract, the scope of jobs of each contract type may include the following major jobs:

a) For a construction consultancy contract: consultancy on formulation of a construction investment project, survey, construction design, verification, inspection, testing, cost management, project management, execution supervision, consultancy on building information modeling (BIM), green building consultancy, and other consultancy jobs related to construction activities;

b) For a work construction contract: construction of a work based on the design dossier provided or approved by the contract-awarding party; applicable technical instructions, technical requirements, standards and technical regulations; supply of supplies, materials and equipment serving construction; installation of engineering equipment and technological equipment; demolition of the construction work; testing, quality control and a number of related jobs. The scope of jobs of a work construction contract may include the procurement of engineering equipment, and the preparation of a working drawing design implemented after the engineering design under the contract agreement.

c) For a supplies and equipment supply contract: procurement of supplies and technological equipment; engineering equipment (if any); installation into the work (if any); instructions for use and trial operation; operation, training and technology transfer (if any) according to a technological design;

d) For an EP contract: performance of the design after the basic design or the FEED, and procurement and supply of supplies and technological equipment according to the design and technical standards. The scope of jobs of an EP contract may include the procurement and supply of supplies and engineering equipment, installation of equipment into the construction work and construction survey serving design (if any);

dd) For an EC contract: performance of the design after the basic design or the FEED; construction of the work and related jobs specified at Point b of this Clause; and construction survey serving design (if any);

e) For a PC contract: procurement and supply of supplies and equipment according to a technological design for installation into the work; and construction of the work and related jobs specified at Point b of this Clause;

g) For an EPC contract: performance of the design after the basic design or the FEED; supply of supplies, materials, engineering equipment and technological equipment for installation into the work; construction of the work; training and instructions for operation, maintenance, upkeep and repair; technology transfer; no-load and load trial operation; other jobs according to the approved descriptions, basic design or FEED; and construction survey serving design (if any);

h) For a turnkey contract: formulation of a feasibility study report; survey and design; supply of equipment and construction of the work; training and instructions for operation, maintenance, upkeep and repair; technology transfer; no-load and load trial operation; handover of the work ready for operation to the contract-awarding party; and other jobs according to the approved investment policy and investment project.

Article 9. Requirements on applied quality and techniques; acceptance testing and handover of construction contract products

1. The agreement of the parties on quality and techniques; applicable technical regulations, standards and technical instructions (if any); and origin applied to products of a construction contract must comply with law provisions on quality management, work construction execution and maintenance of construction works, relevant law provisions, and meet requirements of the bidding dossier or dossier of requirements, bid dossier or dossier of proposals (if any), written records of negotiation (if any), and relevant legal documents.

2. The agreement of the parties on acceptance testing and handover of construction contract products:

a) The parties shall agree in the contract on jobs requiring acceptance testing and handover; grounds for acceptance testing and handover; procedures and timing for acceptance testing and handover of completed job products; composition of personnel participating in acceptance testing and handover; forms for acceptance testing and handover; and regulations on signatories, written records and documents of acceptance testing and handover must comply with law provisions.

The agreement of the parties must strictly comply with law provisions on construction activity management, quality management, work construction execution and maintenance of construction works, and relevant laws.

b) Contract products that undergo acceptance testing and handover must meet requirements on quality, techniques and origin specified in Clause 1 of this Article.

c) For jobs that require acceptance testing before transitioning to other jobs, the contractor must notify the contract-awarding party in advance for acceptance testing in accordance with law provisions on quality management, work construction execution and maintenance of construction works.

d) Defective products (which fail to ensure contract requirements) must be inspected, evaluated and rectified; in case where they cannot be rectified, they must be rejected and replaced, unless otherwise agreed upon by the parties, ensuring conformity with law provisions. The party causing the defects shall bear the whole of costs related to rectification, replacement, testing and verification (if any), and other costs related to the defect rectification, as well as the contract performance schedule.

Article 10. Construction contract performance duration and schedule

1. The validity period of a construction contract means the period from the time the construction contract takes effect to the time the parties have completed all contract obligations, including the time for performing fluctuated jobs and contract liquidation procedures (if any); or the time the contract is terminated in accordance with law.

2. The job performance duration of a construction contract means the period calculated from the time the contract takes effect or the time of commencement of jobs under the agreement of the parties until the whole of contract jobs is completed and undergoes acceptance testing under the contract agreement (including the extended duration in accordance with contract provisions); exclusive of the warranty duration, design author's supervision duration and contract liquidation procedures (if any). The contract job performance duration shall be agreed upon by the parties in the construction contract. For construction contracts performing bidding packages in public investment projects, the contract job performance duration means the bidding package performance duration in accordance with the law on bidding.

3. The construction contract performance schedule means an overall and detailed plan showing milestones for completion, acceptance testing and handover, duration and sequence for performing major jobs and products within the scope of the construction contract in the form of a schedule table, chart, time diagram or other forms agreed upon by the parties.

4. The contractor shall be responsible for formulating the construction contract performance schedule for submission to the contract-awarding party for approval to serve as a basis for performance if so agreed upon by the parties.

a) In case where there are requirements on the time limit for completion of specific jobs, stages or products of the contract, the parties must agree in the contract;

b) For a construction contract with requirements for phased performance, in addition to the overall contract performance schedule for the entire contract, a detailed contract performance schedule may be formulated for each phase;

c) For a supplies and equipment supply contract, the supplies and equipment supply schedule must show major milestones for handover of supplies and equipment, which must specify the quantity and categories of equipment for each handover batch;

d) For EC, EP and EPC contracts, and turnkey contracts, in addition to the overall contract performance schedule and the detailed schedule for each phase, the contract performance schedule must show the schedule for each type of job (formulation of a construction investment project, design, supply of supplies and equipment, and work construction execution).

5. It is encouraged to update and monitor the schedule through digital systems, project management software or digital data platforms.

Article 11. Construction contract prices and scope of application

1. A construction contract price means an amount of funds that a contract-awarding party commits to pay to a contractor to perform jobs under requirements on safety, quality, progress, volume, payment terms, contract advance payment and other requirements under the construction contract agreement. The construction contract price shall be determined based on the winning bid price or results of construction contract negotiation between the parties.

2. The parties shall agree in the construction contract on cost items (including contingency costs for risk factors, if any), and types of taxes, fees and charges (if any) already included or not yet included in the contract price; the adjusted construction contract price must conform to the contract type and contract price form and shall be agreed upon by the parties in the contract.

3. The scope of application of construction contract price forms specified in Clause 2, Article 6 of this Decree is provided as follows:

a) Package contracts are commonly applied in case where, during contractor selection, contract negotiation, and contract conclusion, sufficient conditions have been met to clearly determine the volume and unit prices or prices for performing the jobs in accordance with the requirements of the construction contract, with a low possibility of changes in volume and price fluctuation risks for input costs for contract performance; or in case where the volume and unit prices cannot yet be clearly determined, but the parties to the contract are capable of managing risks and managing arising changes, or are able to determine the characteristics and properties of the output products, including EC, EP, EPC, turnkey contracts, and other types of construction contracts.

b) Fixed unit price-based contracts are commonly applied in case where, during contractor selection, negotiation, and contract conclusion, sufficient conditions have been met to clearly determine the scope and contents of the jobs, with a low possibility of price fluctuation risks for input costs for contract performance, but the exact number and volume of jobs to be actually completed have not yet been accurately determined. The contract price at the time of contract conclusion is based on the number and volume of jobs, the fixed unit prices agreed upon in the contract, and contingency costs for the quantity and volume of jobs that may arise, determined in accordance with the law.

c) Adjustable unit price-based contracts are commonly applied in case where, during contractor selection, contract negotiation, and contract conclusion, the contracting parties have not yet met sufficient conditions to clearly determine price fluctuation risk factors for input costs for contract performance. The contract price at the time of contract conclusion is based on the quantity, volume, and quality of jobs and the unit prices at the time of contract conclusion, including contingency costs for additional quantities, volumes and jobs, and price escalation contingency costs (if any). The method for adjusting unit prices, contract prices, and price escalation contingency costs shall be agreed upon by the parties in accordance with the law.

d) Time-based contracts are commonly applied to construction consultancy services or related jobs in construction activities where it is difficult to determine the scope and duration for performing such services or jobs;

dd) Charge-plus cost-based contracts are commonly applied in case where, during contractor selection, contract negotiation, and contract conclusion, the parties do not have sufficient grounds to determine the scope of jobs and the necessary requirements for input elements and costs for performing the prospective jobs under the contract. At the time of contract conclusion, the parties shall agree on the contractor’s management costs, general costs, and profit; and on methods and manners of determination based on actual direct costs and other related costs (if any) for contract performance. The contractor’s management costs, general costs, and profit may be a fixed amount, or a percentage of actual direct costs certified by the parties, or in other forms agreed upon by the parties;

e) Output-based contracts are commonly applied to jobs and services where, at the time of contract conclusion, the parties can only determine requirements on contract output products, and payment shall be based on contract performance results subject to acceptance testing in terms of quality and quantity and other factors. Specific requirements on output quantity and quality, methods for inspection, evaluation and determination of the level of satisfaction of output quality, payment reduction, and provisions on price adjustment (if any), and other contents shall be agreed upon by the parties in the contract;

g) Percentage-based contracts are commonly applied to construction consultancy services and insurance in construction activities. For public investment projects, percentage-based contracts are applied to insurance in construction activities;

h) Mixed contracts are commonly applied to contracts where a number of contract price forms specified at Points a, b, c, d, dd, e and g of this Clause may be applied to different parts of jobs within the scope of contract jobs.

Article 12. Construction contract advance payment

1. Construction contract advance payment means an interest-free amount of funds advanced by a contract-awarding party to a contractor to deploy the performance of contract jobs.

2. The advance payment level, number of advance payments, timing of advance payment, advance payment guarantee, and level of advance payment recovery through payments shall be agreed upon by the parties in the construction contract, including the case where the contractor is a consortium of contractors. In case where the contractor is a consortium of contractors, the advance payment to contractors within the consortium shall be agreed upon by the parties in the construction contract or the consortium agreement.

3. In addition to the provisions in Clauses 1 and 2 of this Article, the construction contract advance payment for public investment projects and PPP projects is provided as follows:

a) The contract advance payment shall be performed after the construction contract takes effect and the contract-awarding party has received the advance payment guarantee (for cases requiring an advance payment guarantee) corresponding to the value of each currency type agreed upon by the parties; particularly for work construction contracts, there must be a ground clearance plan or a ground handover minutes (in whole or in part) from the organization performing ground clearance handed over to the project owner according to the contract agreement;

b) The advance payment level, number of advance payment, timing of advance payment, and level of advance payment recovery through payments shall be stated in detail in bidding dossiers, dossiers of requirements or draft construction contracts sent to the contractor to serve as a basis for calculating bid prices and proposal prices, and must suit the capacity to balance, arrange and allocate capital for contract performance;

c) For construction contracts with a contract advance payment value of more than 1 billion dong, prior to the contract-awarding party performing the contract advance payment to the contractor, the contractor must submit to the contract-awarding party an advance payment guarantee with a value and currency type equivalent to the contract advance payment amount. An advance payment guarantee is not mandatory for construction contracts with a contract advance payment value of 1 billion dong or less, and construction contracts in the form of self-performance, including those performed by residential communities under target programs;

d) The advance payment guarantee must remain valid until the contract-awarding party has fully recovered the advance payment amount. The value of the advance payment guarantee shall be progressively reduced corresponding to the value of the advance payment amount recovered through each payment between the parties or the guarantee value that the guarantor has paid to the contract-awarding party (if any);

dd) The contractor must use the contract advance payment for the proper purposes and right beneficiaries;

e) In case where a construction contract has requirements on manufacturing components or semi-finished products of a large value or reserving materials to ensure execution plans and schedule under the concluded contract, the parties shall agree on advance payment plans and advance payment levels for these jobs (which shall not be included in the contract advance payment levels specified at Point g of this Clause) to ensure the contract performance schedule;

g) The contract advance payment level must not exceed 30% of the contract price at the time of contract conclusion (including the contingency, if any). In case where it is necessary to make an advance payment at a higher level for the contractor to make a deposit or advance payment to manufacturers or suppliers of materials and equipment according to a technological design to ensure project requirements and in other necessary cases, it must be permitted by the investment decision-maker. For projects in which the investment decision-maker is the Prime Minister, the decision on an advance payment level higher than 30% shall be decided by Ministers, heads of ministerial-level agencies or Chairpersons of provincial-level People's Committees;

h) The minimum advance payment level for consultancy contracts: 15% of the contract price for contracts with a value of over 10 billion dong; and 20% of the contract price for contracts with a value of up to 10 billion dong;

i) The minimum advance payment level for work construction contracts: 10% of the contract price for contracts with a value of over 50 billion dong; 15% of the contract price for contracts with a value of between 10 billion dong and 50 billion dong; and 20% of the contract price for contracts with a value of under 10 billion dong;

k) The minimum advance payment level for supplies and equipment supply contracts, EC, EP, PC and EPC contracts, turnkey contracts, and other construction contracts: 10% of the contract price;

l) In case where the parties agree on an advance payment at a level higher than the minimum advance payment levels specified above, the part of the contract price corresponding to the contract advance payment exceeding the minimum advance payment level shall not be subject to price adjustment from the time of advance payment (including the case of making multiple advance payments);

m) The advance payment amount shall be progressively recovered through payments, and the recovery level for each time shall be agreed upon and stated by the parties in the contract, but it must be ensured that the advance payment amount is fully recovered when the cumulative payment value (including the contract advance payment and payment for completed volume) reaches 80% of the concluded contract price.

Article 13. Security for the performance of obligations under construction contracts

1. Security for the performance of obligations under a construction contract must comply with Article 83 of the Law on Construction.

2. Security measures and levels for the performance of obligations under a construction contract for public investment projects and PPP projects are provided as follows:

a) Security for the performance of obligations under a construction contract includes contract performance security, payment security, advance payment guarantee, and warranty security;

b) Security for the performance of obligations under a construction contract shall be taken through guarantee, deposit and other security measures in accordance with law; the parties shall give priority to the application of guarantee measures.

In case where an escrow measure is applied or the contract-awarding party retains amounts from payments to secure the performance of obligations under the contract by the contractor, the secured party shall be entitled to interest arising from such escrow or retained amounts;

c) Cases specified in Clause 2, Article 68 of the Law on Bidding are exempt from contract performance security;

d) For construction contracts under PPP projects, the proof of sufficient financial capacity to perform construction contracts by the contract-awarding party shall be provided through credit provision contracts or loan agreements with financial institutions; payment obligation security measures shall be taken under the agreement of the parties and relevant laws;

dd) The contract performance security level shall be determined between 2% and 10% of the construction contract price; in case where a contract performance security level higher than 10% is required for risk prevention, it shall comply with law provisions on bidding.

The contractor shall not receive back the contract performance security in case where the contractor refuses to perform the contract after the contract takes effect; falls behind schedule due to the contractor's fault but refuses to extend the validity of the contract performance security, and in other cases of violations to the extent that the contract performance security must be confiscated as agreed upon by the parties in the contract in conformity with law provisions.

The contract-awarding party must return the contract performance security to the securing party after the contractor has completed all contract obligations or transitioned to warranty obligations and the contract-awarding party has received the warranty security for construction contracts with jobs subject to warranty under regulations;

e) The contract advance payment guarantee level shall comply with Point c, Clause 3, Article 12 of this Decree;

g) The warranty security level for construction works and the return of warranty security shall comply with the Government's Decree detailing a number of contents on quality management, work construction execution and maintenance of construction works. The contractor may only receive back the contract product warranty security after the expiration of the warranty duration and upon confirmation of completion of warranty jobs by the contract-awarding party.

The contractor is encouraged to commit to extending the contract product warranty duration beyond the warranty duration required by bidding dossiers or dossiers of requirements. In this case, the parties must specifically agree in the contract on the content, scope, security measures and contents related to contract product warranty activities to apply to the warranty period exceeding the warranty duration required by bidding dossiers or dossiers of requirements.

h) In case where the contractor is a consortium of contractors, each member must submit security for the performance of obligations under the construction contract to the contract-awarding party, and the security level must correspond to the value proportion and obligations subject to security measures of each member. In case where the consortium members agree that the leading member of the consortium submits security for the performance of obligations under the construction contract, the leading member of the consortium shall submit such security to the contract-awarding party; the performance of security obligations by each member within the consortium toward the leading member of the consortium shall comply with the consortium agreement between the parties.

Article 14. General rights, obligations and responsibilities of parties to construction contracts

1. Parties to a construction contract have rights, obligations and responsibilities in accordance with the Law on Construction, relevant laws, and under the contract agreement, ensuring conformity with law provisions.

2. The contract-awarding party and the contractor shall be responsible for notifying the other party in writing of the rights and responsibilities of representatives for management of contract performance, including contract performance management consultancy (if any). When the parties change their representatives for management of contract performance, they shall notify the other party in writing. Particularly, in case where the contractor changes its representative for management of contract performance or key personnel, it must obtain approval from the contract-awarding party if so agreed upon by the parties.

3. In addition to the provisions in Clauses 1 and 2 of this Article, the parties to a construction contract have specific rights, obligations and responsibilities specified in Articles 15 and 16 of this Decree corresponding to the type of jobs under the construction contract.

Article 15. Rights, obligations and responsibilities of contract-awarding parties

1. Rights of a contract-awarding party:

a) To request the contractor to hand over dossiers and documents related to contract products under the contents of the concluded contract;

b) To refuse unreasonable recommendations and proposals or those at variance with the contract agreement made by the contractor within the time limit under the contract agreement and law provisions;

c) To inspect the quality and progress of performing jobs within the scope of the contract, and establishments processing and manufacturing equipment and semi-finished components (if any) of the contractor, provided that such inspection does not interfere with the contractor's normal operations.

d) To refuse acceptance testing and handover of products at variance with the contract agreement;

dd) To hold ownership and use rights over consultancy products under the contract agreement.

2. Obligations and responsibilities of a contract-awarding party:

a) To maintain confidentiality of information related to the contract as specified in the construction contract or provided by law;

b) To consider and approve the list of qualified subcontractors not yet included in the construction contract at the proposal of the contractor;

c) To promptly provide dossiers and related documents, means, machinery and equipment, and supplies under the contract agreement (if any) and relevant laws; to resolve recommendations of the contractor within its competence during the course of contract performance within the time limit agreed upon by the parties in the contract;

d) To ensure conditions for work construction commencement under regulations, design author's rights over consultancy products subject to copyright (if any), and organize acceptance testing and handover of construction contract products;

dd) To pay interest on delayed payments to the contractor in accordance with Clause 5, Article 28 of this Decree and the contract agreement;

e) To coordinate with the contractor in the course of training, technology transfer, and instructions for installation, use and operation;

g) For EPC, EC and EP contracts established through negotiation and selection of EPC, EC and EP contractors based on the approved basic design or FEED: to perform acceptance testing, appraisal and approval or promptly submit to competent agencies for appraisal and approval construction designs implemented after the basic design or FEED under the contract agreement and the Government's Decree detailing a number of articles of the Law on Construction regarding construction activity management;

h) For turnkey contracts: in addition to the obligations and responsibilities specified at Points a, b, c, d, dd and e of this Clause, the contract-awarding party has the obligation and responsibility to perform acceptance testing of feasibility study reports and techno-economic reports for competent persons to appraise and approve, or to appraise and approve within its competence.

Article 16. Rights, obligations and responsibilities of contractors

1. Rights of a contractor:

a) To propose to the contract-awarding party volumes arising outside the contract; to change or adjust construction execution measures after obtaining approval from the contract-awarding party to accelerate progress, ensure quality, safety and work efficiency based on the concluded contract price;

b) To refuse contract performance when the contract-awarding party fails to satisfy all conditions under the contents of the concluded contract and relevant laws;

c) To propose changes to consultancy service provision conditions for the benefit of the contract-awarding party or upon detecting factors affecting the quality of consultancy products;

d) To request the contract-awarding party to conduct acceptance testing and handover of construction contract products;

dd) To request the contract-awarding party to pay interest on delayed payments in accordance with Clause 5, Article 28 of this Decree and the contract agreement.

2. Obligations and responsibilities of a contractor:

a) To maintain confidentiality of information related to the contract as specified in the construction contract or provided by law;

b) To preserve and return to the contract-awarding party documents and working means provided by the contract-awarding party under the contract upon job completion (if any); to promptly notify the contract-awarding party in writing of insufficient information and documents, or working means that fail to meet quality requirements for job completion;

c) To provide human resources, materials, machinery and construction execution equipment, and other related physical conditions in sufficient quantity and categories under the contract; and make a working drawing design (in case where the contractor performs the working drawing design) to perform contract jobs under the concluded contract agreement;

d) To receive and manage the construction site, and preserve the centerlines, levels and boundary markers of the work; to keep a work construction execution diary; and to coordinate with other contractors on the construction site;

dd) To relocate its materials, machinery, equipment and other property out of the construction site within the specified time limit after the work undergoes acceptance testing and handover or the contract is terminated in accordance with Article 27 of this Decree, unless otherwise agreed upon in the contract; and hand over the site according to the contract agreement;

e) To fully provide technical information and documents, and hand over technological equipment ensuring the proper quantity, quality, categories, origin, location and timing, and packaging, transport, storage and preservation requirements under the contract; to take responsibility for paying compensation for damage caused by damage, loss and costs arising from its fault, unless otherwise agreed upon.

g) To ensure that technological equipment does not infringe upon intellectual property rights in accordance with law and take responsibility for arising disputes, except for the case where the infringement arises from the design or data provided by the contract-awarding party; the parties have the obligation to promptly notify each other of third-party claims related to intellectual property rights and shall be held responsible in case where they fail to promptly notify the other party of third-party claims on intellectual property rights over technological equipment after having known or being forced to know about such claims;

h) The contractor must notify the contract-awarding party in advance within a certain period of time agreed upon by the parties regarding the timing of equipment delivery; the equipment handover period must not be less than 21 days for construction contracts under public investment projects and PPP projects;

i) To guide the installation, operation and maintenance; provide training (if so agreed upon) and coordinate in the trial operation of technological equipment;

k) For EPC, EC and EP contracts established through negotiation and selection of EPC, EC and EP contractors based on the approved basic design or FEED: to formulate construction designs implemented after the basic design or FEED for submission to the contract-awarding party or competent persons for appraisal and approval, ensuring compliance with law provisions; for EPC, EC and EP contracts under public investment projects and PPP projects, construction cost estimates for works and work items within the scope of such EPC, EC and EP contracts shall be excluded;

l) For turnkey contracts: in addition to the obligations and responsibilities specified at Points a, b, c, d, dd, e, g, h and i of this Clause, the turnkey contract contractor has the obligation to formulate a feasibility study report and a techno-economic report, participate in defending the project together with the contract-awarding party before competent persons, and finalize contract products at the request of the contract-awarding party in conformity with contract agreements.

Article 17. Settlement of construction contract disputes

1. The selection of methods for settling construction contract disputes in accordance with Clause 5, Article 86 of the Law on Construction shall be agreed upon by the parties. Upon settling disputes, the parties must respect contract agreements and commitments made during the course of contract performance, ensuring objectivity, equality and cooperation.

2. During the course of dispute settlement, the parties shall be responsible for continuing to perform contract obligations for jobs not affected by the dispute contents; and must not disrupt the contract performance, except for force majeure events, or at the request of competent agencies, or in case where the performance of construction contracts is suspended under Points a and b, Clause 2, Article 26 of this Decree.

3. The application of dispute settlement models according to international practices (abbreviated as dispute board) in accordance with Point b, Clause 5, Article 86 of the Law on Construction is provided as follows:

a) The parties shall specifically agree in the contract on the timing for establishing the dispute board (which may be formed immediately after contract conclusion, operating permanently during the course of contract performance or after a dispute arises), the number, criteria, qualifications and experience of members participating in the dispute board, as suitable to requirements of the contract, and the nature and content of jobs under the construction contract; the binding nature of dispute adjudication decisions and recommendations; the process for selecting members participating in the dispute board and the subsequent handling sequence and procedures when a party disagrees with the dispute adjudication decision or recommendation;

b) Members participating in the dispute board must be selected to ensure objectivity, independence, and no conflict of interest with the parties;

c) Costs paid to members participating in the dispute board and other related costs shall be borne equally by each party, unless otherwise agreed upon by the parties.

Article 18. Risks, force majeure events and fundamental changes of circumstances

1. The parties shall specifically agree on the responsibility for management, handling and rectification of risks of each party with respect to foreseeable risks (including risks of price fluctuations, construction conditions, mobilization of machinery and equipment for construction execution, volume risks and other risks) or unforeseeable risks at the time of contract conclusion which may occur during the course of contract performance, causing damage, arising costs, prolonging the contract performance period or affecting the performance of obligations of the contracting parties.

2. Force majeure events and fundamental changes of circumstances shall comply with Article 13 of the Law on Construction. In the contract, the parties shall agree on the sequence, procedures and handling responsibilities of each party upon the occurrence of a force majeure event or fundamental change of circumstances, such as: written notice; assessment of impacts on the performance of contract obligations; proposals for construction contract modification, suspension, termination, payment and liquidation (if any).

3. In case where an abnormal price fluctuation occurs, exceeding the forecasting capacity of the parties at the time of contract conclusion, which may cause serious damage to a party or seriously affect the performance of the concluded contract:

a) Based on the nature and content of jobs and specific terms of the contract (timing of contract conclusion; deployed volume; remaining volume to be performed; scope, volume and jobs affected and measures already applied by the party whose interests are affected); the parties must analyze and evaluate the impacts of the price fluctuation compared to the time of contract conclusion, the damage of each party in the case of continuing deployment or terminating the contract, and refer to Article 13 of the Law on Construction as a basis for consideration and decision on construction contract modification in accordance with Clauses 2 and 3, Article 84 of the Law on Construction, ensuring the harmonization of interests and risk sharing between the parties;

b) Methods, contents and procedures for construction contract modification shall comply with Section 2 of this Decree.

4. During the course of construction contract performance, when a party fails to perform or performs incompletely contract obligations due to a force majeure event or fundamental change of circumstances, such party shall be responsible for notifying the other party in writing and proposing a handling option to ensure the prevention, minimization and handling of arising risks.

Article 19. Subcontracts

1. A principal contract may have multiple subcontracts; the use of a subcontractor shall be agreed upon by the parties in the contract. When concluding a subcontract, the principal contractor must comply with the following provisions:

a) To conclude a subcontract only with a subcontractor whose capability is appropriate for the subcontracted work;

b) The principal contractor shall take responsibility before the project owner for the schedule, quality, occupational safety, environmental protection, its faults, and jobs performed by subcontractors;

c) For construction contracts under public investment projects, the assignment of a subcontractor to perform one or several contents of contract jobs shall comply with law provisions on bidding; in case where a subcontractor not included in the subcontractor list enclosed with the contract is used, it must obtain written approval from the project owner.

2. Subcontractors nominated by the project owner (if any):

a) A subcontractor nominated by the project owner means a subcontractor nominated by the project owner to the principal contractor for hire as a subcontractor when the principal contractor fails to meet contract requirements on safety, quality and schedule after the project owner has requested;

b) For construction contracts applying a subcontractor nominated by the project owner, the contracting parties must specifically agree and state in the contract the circumstances where the project owner may nominate a subcontractor;

c) The principal contractor has the right to reject a subcontractor nominated by the project owner if such nomination does not fall within the circumstances agreed upon by the parties in the contract; the jobs being performed by the contractor and its subcontractors remains in strict compliance with the contract, or there are sufficient grounds to conclude that the subcontractor nominated by the project owner fails to meet contract requirements;

d) For construction contracts under public investment projects and PPP projects, the project owner's nomination of a subcontractor must not change the contract price concluded with the principal contractor. The project owner shall nominate a subcontractor in case where the nomination is permitted under the contract agreement; the subcontract nomination must bring about efficiency to the project, avoiding waste.

3. The project owner may make direct payment to a subcontractor on the basis of the proposal of the principal contractor and contract agreements.

4. A subcontractor has the rights, obligations and responsibilities of a contractor under the provisions of this Decree and other relevant laws.

Article 20. Insurance and warranty for products under construction contracts

1. The procurement of compulsory insurance in construction activities shall comply with Article 10 of the Law on Construction and the Government's Decree detailing insurance conditions, premium rates, and minimum insured amounts applicable to compulsory insurance. The parties shall agree in the contract on the responsibility of each party for procuring insurance.

2. The parties shall agree in the contract on the conditions and warranty period for the products under the contract; the warranty security amount; the form of warranty security; and the return of the warranty security upon expiration of the warranty period. The contractor shall provide the warranty in accordance with the contractual agreements and the Government's Decree detailing a number of provisions on quality management, construction, and maintenance of construction works. Where the contractor fails to perform the warranty within the period agreed in the contract, or performs the warranty but fails to satisfy the required quality and schedule, the contract-awarding party may use the warranty security to engage another organization or individual to perform the warranty or to perform the warranty itself, provided that it satisfies the applicable capability requirements.

3. The warranty security measures and warranty security amount applicable to construction contracts under public investment projects and PPP projects shall comply with Clause 2, Article 13 of this Decree.

Article 21. Complaints during the course of construction contract performance

1. Complaint during the course of construction contract performance in this Decree means that where one party discovers that the other party fails to properly perform or fails to perform its obligations under the contract, it has the right to request the other party to perform the contract in accordance with the concluded contract. In such case, the discovering party has the right to lodge a complaint against the other party regarding such matter.

2. In case where a party lodges a complaint, the other party must provide specific grounds and evidence to clarify the contents of the complaint.

3. Complaints of each party must be sent to the exact transaction address or address for information exchange agreed upon by the parties in the contract.

4. In addition to the provisions in Clauses 1, 2 and 3 of this Article, for construction contracts under public investment projects and PPP projects, within a maximum of 07 days from the date of receipt of a complaint, the party receiving the complaint must respond in writing to the complaining party, clearly stating its approval or disapproval of the complaint contents; in case of disapproval, the reasons therefor must be clearly stated.

5. Complaints that are not resolved by the contracting parties shall be resolved in accordance with the sequence for contract dispute settlement under the agreement of the parties and the provisions in Article 17 of this Decree.

Section 2

METHODS, CONTENTS AND PROCEDURES FOR CONSTRUCTION CONTRACT MODIFICATION

Article 22. Contents, methods and procedures for construction contract modification

1. Contract modification means the agreement of the contracting parties to revise or supplement one or more contents of the concluded contract. A contract may be modified in the cases specified in Clause 2, Article 84 of the Law on Construction. The contents of construction contract modification specified in Clause 1, Article 84 of the Law on Construction may include one or more of the following:

a) Adjustment of volumes, progress, performance period, unit prices, and contract price;

b) Changes to or adjustments of the construction design;

c) Changes to or adjustments of requirements regarding the contents and scope of jobs, technical requirements, product quality, conditions for advance payment and payment, security for contract performance, insurance, and warranty for products under the construction contract;

d) Modifications to the contract type, contract price form, price adjustment method, data sources for contract price adjustment, and other relevant contents;

dd) Other contents of the contract as agreed upon by the parties in accordance with the provisions of law.

2. The parties shall specifically agree on the content, scope and circumstances for contract modification; process and procedures for contract modification. The adjustments to the volume, unit price and contract price, and adjustments to the contract performance period and schedule are provided in detail in Articles 23, 24 and 25 of this Decree.

3. Methods and calculation formulas for adjustments to unit prices and the contract price shall be agreed upon by the parties in the contract in accordance with law or through the application of adjustment formulas popularly applied under international practices, as suitable to the nature, content and scope of jobs, the contract price form, the currency used in payment and specific regulations on risk management of cost elements in the construction contract.

4. For construction contracts under public investment projects and PPP projects, contract modification shall comply with Clause 3, Article 84 of the Law on Construction. The procedures for construction contract modification are provided as follows:

a) The party proposing contract modification shall send a written document to the other party regarding the proposed content for modification and enclosed dossiers and documents (if any); which must clarify grounds and bases for the proposed modification, and evaluate impacts of the contract modification on the performance period, schedule, contract price, quality of construction contract products, and other necessary contents;

b) Within 07 working days, the party receiving the proposal for contract modification shall be responsible for responding to the proposing party; in case of disagreement, it must notify the other party in writing clearly stating the reasons for its disagreement;

c) The parties shall conduct negotiation on contents requiring modification and conclude a written contract modification as a basis for performance. In case where negotiation on contract modification contents fails, the contract-awarding party shall be responsible for organizing the implementation of these jobs in strict compliance with law provisions on bidding and relevant laws;

d) In case where contract modification leads to adjustments to the investment policy, the feasibility study report, the construction design implemented after the project is approved, construction investment costs (total construction investment, construction cost estimates, bidding package cost estimates, etc.), construction survey tasks or technical plans, or design or supervision tasks and other related contents, the contract-awarding party must organize the adjustment of these contents in compliance with regulations prior to concluding the written contract modification.

Article 23. Adjustments to volume and jobs under construction contracts

1. Contracting parties shall specifically agree on circumstances for adjusting volume, jobs and scope, process and procedures for adjusting volume and jobs.

2. For construction contracts under public investment projects and PPP projects, adjustments to volume and jobs under construction contracts are provided as follows:

a) For package contracts, the contract volume and jobs shall be adjusted in case where reasonable fluctuated volume and jobs arise (increase or decrease) due to adjustments to the scope of contract jobs at the request of the contract-awarding party or at the proposal of the contractor approved by the contract-awarding party, or upon the occurrence of a force majeure event or fundamental change of circumstances under Clauses 1 and 2, Article 13 of the Law on Construction affecting contract performance;

b) For fixed unit price-based contracts and adjustable unit price-based contracts: volume and jobs already having unit prices in the contract shall be determined based on actually completed volume undergoing acceptance testing (increase or decrease compared to the contract volume). In case where reasonable volume and jobs not yet having unit prices in the contract are supplemented, the parties shall agree, calculate and supplement the contract. If consensus fails, the performance of such arising volume and jobs shall comply with law provisions; the selection of a contractor to perform arising volume and jobs under construction contracts under public investment projects and PPP projects shall comply with law provisions on bidding;

c) In case where adjustments to volume and jobs among members within a consortium of contractors do not change the construction contract price, the contract-awarding party shall decide on the basis of the agreement and consensus of the consortium members and the capacity and experience of each member, ensuring safety, quality, efficiency, performance period and schedule.

3. For reasonable additional volume and jobs, the contracting parties shall agree and reach a consensus on unit prices or principles and methods for determining unit prices, and unit price adjustments under Article 24 of this Decree as a basis for contract modification prior to performing such arising volume and jobs. For construction contracts under public investment projects and PPP projects, if consensus fails, the selection of a contractor to perform arising volume and jobs shall comply with law provisions on bidding.

Article 24. Adjustments to unit prices and construction contract prices

1. Contracting parties shall specifically agree on circumstances for adjusting unit prices and construction contract prices in accordance with Clauses 2 and 3, Article 84 of the Law on Construction. Methods for adjusting unit prices and construction contract prices must suit the nature of jobs, the contract price form, and the currency used in payment, and shall be agreed upon by the parties.

2. For construction contracts under public investment projects and PPP projects, in addition to the provisions in Clause 1 of this Article, adjustments to unit prices of contract jobs and adjustments to the contract price shall comply with Clause 3, Article 84 of the Law on Construction and the following provisions:

a) Adjustments to unit prices of contract jobs shall apply to the volume of jobs for which the parties have agreed upon unit price adjustments at the time of contract conclusion;

b) In case where the actually performed volume of a job increases or decreases by more than 20% compared to the corresponding volume stated in the contract, and concurrently causes a change of more than 0.25% in the contract price and 1% in the unit price for performing such job, the parties shall reach a consensus to determine a new unit price according to the principles agreed upon in the contract regarding new unit prices for such volume to serve payment. The new unit price shall apply to the part of the actually performed volume exceeding 120% of the volume stated in the contract; in case where the actually performed volume decreases by more than 20% compared to the corresponding volume stated in the contract, the new unit price shall apply to the whole of the actually completed volume undergoing acceptance testing;

c) In case where the actually performed volume increases or decreases by 20% or less compared to the corresponding volume stated in the contract, the unit price stated in the contract, including the unit price adjusted under the contract agreement (if any), shall apply to serve payment;

d) In case where the volume of arising jobs does not have a unit price in the contract yet, the parties shall reach a consensus to determine a new unit price according to the principles agreed upon in the contract regarding unit prices for arising volume not yet included in the contract to serve payment;

dd) Adjustments to unit prices and the contract price shall be performed through the direct deduction method or the method of adjustment using a price adjustment coefficient (Pn) specified in the Annex enclosed with this Decree.

Within a construction contract, a combination of the direct deduction method and the method of adjustment using a price adjustment coefficient (Pn) may be used. Pn may apply to the entire contract or work items; groups or categories of tasks, or cost elements; in case where it does not apply to the entire contract, the parties must agree on a formula to determine Pn for specific work items, groups or categories of tasks, or cost elements;

e) Information sources on prices or price indexes, and methods for adjusting the contract price must suit the content and nature of jobs, cost structure, and the contract price form, and must be agreed upon by the parties and specified in the contract. In case where data sources or information on prices and construction price indexes announced by the Ministry of Construction or provincial-level People's Committees are inappropriate or unavailable, the contract-awarding party shall organize the determination of construction prices and construction price indexes in accordance with law provisions on construction investment cost management, or refer to data sources on prices or price indexes issued and announced by the Ministry of Finance or other competent agencies and units.

For cost items arising overseas, the parties may agree to use data sources or information on prices and price indexes issued and announced by competent agencies or organizations where such costs arise;

g) The management and payment of price adjustment values specifically agreed upon by the parties in the contract shall not require the conclusion of a written contract modification.

Article 25. Adjustments to the duration and schedule for construction contract performance

1. Contracting parties shall specifically agree on circumstances for adjusting the duration, performance schedule, and time limit for completion of specific jobs and products of the contract, and the responsibility of each party for damage caused by prolonging the duration, performance schedule, and time limit for completion of specific jobs and products of the contract.

2. For construction contracts under public investment projects and PPP projects, in case where adjustments to the contract duration or performance schedule lead to exceeding the project performance duration, the project owner must report to the investment decision-maker for consideration and decision on adjusting the project performance duration prior to the parties agreeing to adjust the contract duration and performance schedule.

Section 3

SUSPENSION AND TERMINATION OF CONSTRUCTION CONTRACTS

Article 26. Suspension of construction contracts

1. The suspension of construction contract performance shall comply with Clauses 1, 3 and 4, Article 85 of the Law on Construction.

2. In addition to the provisions in Clause 1 of this Article, the suspension of construction contracts for construction contracts under public investment projects and PPP projects shall comply with the following provisions:

a) The contractor may suspend the construction contract performance where the contract-awarding party fails to pay in full the value of the payment phase agreed upon by the parties for more than 28 days from the payment due date prescribed at Point l, Clause 4, Article 28 of this Decree, unless otherwise agreed by the parties;

b) A party may suspend the contract performance where the other party fails to perform the obligation to secure the performance of obligations under the construction contract in accordance with Article 83 of the Law on Construction and Article 13 of this Decree.

c) The party suspending job performance under the contract must notify the other party in writing, clearly stating the reasons for suspension. The notification period shall be agreed upon in the construction contract, but must not exceed 28 days, except for the occurrence of a force majeure event affecting contract performance. The parties shall be responsible for jointly negotiating a settlement to continue strict performance of the concluded contract agreement. In case where the party suspending contract performance fails to give notification or the reasons for suspension do not conform to contract provisions, it must pay compensation for damage to the other party in accordance with Clause 2, Article 86 of the Law on Construction.

Article 27. Termination of construction contracts

1. The termination of construction contracts shall comply with Clauses 2, 3 and 4, Article 85 of the Law on Construction.

2. Serious breach of contractual obligations as prescribed by the Civil Code, resulting in the aggrieved party having the right to cancel the construction contract or unilaterally terminate the construction contract performance, includes the following:

a) The contractor or the contract-awarding party establishes or performs a transaction to transfer the construction contract to another individual or organization without the consent of the other party;

b) The contractor refuses to perform jobs under the contract or fails to perform jobs under the contract for 56 consecutive days, seriously affecting the contract performance schedule and failing to ensure the project performance duration, unless otherwise agreed upon by the parties;

c) The jobs under the contract are suspended for more than 56 consecutive days due to the fault of the contract-awarding party without justifiable reasons;

d) The contract-awarding party fails to make payment to the contractor for more than 56 days from the payment due date agreed upon in the contract, unless otherwise agreed upon by the parties;

dd) Other breaches as agreed upon or as prescribed by law constitute grounds for cancellation of the construction contract or unilateral termination of the construction contract performance.

3. In case where there are no grounds for termination of the contract, the aggrieved party does not unilaterally terminate or cancel the contract, and the parties have no other agreement, but a party to the construction contract unilaterally fails to perform the contract, such act shall be deemed a breach of obligations and such party shall bear civil liability, including the obligation to continue performing its obligations in accordance with the Civil Code and other relevant laws.

4. In case where the contract-awarding party or the contractor is bankrupt or dissolved, the rights and obligations of the parties shall be performed in accordance with their agreement consistent with the law provisions or pursuant to decisions of the Court competent to settle bankruptcy or agencies competent to settle the dissolution.

5. The notification period prescribed in Clause 3, Article 85 of the Law on Construction is 28 days, unless otherwise agreed upon by the parties. The contents of the notification shall clearly state the reasons, grounds, and bases for contract termination. If the party terminating the contract fails to give notification and causes damage to the other party, it shall compensate for such damage to the other party.

6. In the construction contract, the parties shall agree and reach consensus on the period for removing all materials, human resources, machinery, equipment, and other assets owned by the contractor from the construction site from the time of contract termination. In case where the parties fail to reach such agreement, the contract-awarding party shall decide the period within which the contractor must remove all materials, human resources, machinery, equipment, and other assets owned by the contractor from the construction site. After such period, if the contractor fails to carry out the removal, the contract-awarding party shall apply the provisions of the Civil Code on the handling of property which has been dropped on the ground or left over out of inadvertence by another person.

7. The construction contract shall cease to be effective from the time of termination, and the parties shall complete contract liquidation procedures within the period agreed upon in the contract, but not exceeding 56 days from the date of contract termination notification, unless otherwise agreed by the parties. For construction contracts under public investment projects and PPP projects, the liquidation time limit shall comply with Point b, Clause 3, Article 31 of this Decree.

Beyond the above period, where one party fails to carry out contract liquidation, the unilateral contract liquidation shall be conducted in accordance with Clause 1, Article 31 of this Decree.

Section 4

PAYMENT, ACCOUNT-FINALIZATION AND LIQUIDATION OF CONSTRUCTION CONTRACTS

Article 28. Payment of construction contracts

The payment of construction contracts shall comply with Clause 2, Article 87 of the Law on Construction and the following provisions:

1. The method of payment shall be agreed upon by the parties in the contract, ensuring conformity with relevant law provisions.

2. The currency used for payment shall comply with Point c, Clause 2, Article 87 of the Law on Construction. In case where the parties agree on payment in multiple currencies, the part of the contract price corresponding to each currency type must be specifically stated as suitable to the bidding dossier or dossier of requirements, bid dossier or dossier of proposals, and written records of negotiation and discussion (if any).

3. In case where the contractor is a consortium of contractors, payment to contractors within the consortium shall be agreed upon by the parties in the construction contract or the consortium agreement.

4. In addition to the provisions in Clauses 1, 2 and 3 of this Article, the payment of construction contracts under public investment projects and PPP projects shall be provided as follows:

a) The number of payments, payment phases, and payment timing shall be agreed upon by the parties in accordance with the contract job contents and contract performance schedule. Upon making payments in accordance with the contract agreements, the parties are not required to sign a contract annex, except for the addition of jobs not yet included in the contract;

b) In case where, by the time of payment, the parties do not yet have sufficient grounds to determine the payable value (insufficient data for adjustment of unit price or contract price; insufficient time to determine product quality), the payable value may be temporarily determined on the basis of the unit price and contract price at the time of contract conclusion; when sufficient conditions for determining the payable value are met, the contract-awarding party shall make payment to the contractor in accordance with Clause 4 of this Article;

c) For package contracts: payment shall be made by a percentage of the contract price or the price of the work, work items or volume of jobs corresponding to the payment phases agreed upon by the parties in the contract; upon making payments, it is not required to have confirmation of the detailed completed volume, except for the case where volumes arise outside the contract scope;

d) For fixed unit price-based contracts and adjustable unit price-based contracts: payment shall be made on the basis of the actual completed volume (including any increased or decreased volume, if any) undergoing acceptance testing for each payment, and the unit price in the contract or the adjusted unit price in accordance with contract agreements;

dd) For time-based contracts, payment shall be provided as follows: remuneration for experts shall be determined on the basis of the expert salary level and related costs agreed upon by the parties in the contract, multiplied by the actual working time undergoing acceptance testing (by month, week, day, hour). Costs other than expert remuneration shall be paid in accordance with the payment method stipulated in the contract;

e) For charge-plus cost-based contracts: payment shall be based on the actual costs determined according to the method agreed upon by the parties in the contract for contract performance, plus the contractor’s profit based on the agreement in the contract;

g) For output-based contracts: the payment value shall be determined according to the actually completed value undergoing acceptance testing corresponding to the payment phase agreed upon by the parties in the contract, plus or minus the increased or decreased payment value specified in the contract based on the output results;

h) For percentage-based contracts: the payable value shall be determined on the basis of the percentage stated in the contract or the percentage amended in accordance with the contract provisions (if any), multiplied by the value of jobs undergoing acceptance testing (for insurance contracts, multiplied by the value of the work);

i) For mixed contracts: the payment shall be made in accordance with the provisions on payment of construction contracts prescribed at Points c, d, dd, e, g and h of this Clause;

k) Payment for additional quantities (outside the contract) for which no unit prices are specified in the contract shall be made in accordance with the contract agreements or supplementary contract agreements agreed upon by the parties prior to implementation and must conform to relevant law provisions;

l) The maximum payment time limit is 14 working days from the date on which the contract-awarding party receives a complete and valid payment dossier as agreed upon in the contract, except as prescribed at Point m of this Clause;

m) For construction contracts under construction investment projects using ODA capital or loan capital from foreign credit institutions, the payment time limit shall comply with the provisions of international treaties. When agreeing on the payment time limit, the parties shall base such agreement on the provisions of international treaties and the procedures for payment of investment capital in accordance with law provisions so as to ensure conformity with the contract.

5. The contract-awarding party shall be responsible for making full payment to the contractor on schedule in accordance with the contract agreements. In case where the contract-awarding party makes late payment, it shall pay interest on the overdue amount corresponding to the period of delayed payment. The interest rate for late payment shall be agreed upon by the parties in the contract; in the absence of such agreement, it shall be determined according to the overdue interest rate announced by the commercial bank where the contractor opens its payment account, corresponding to each period of delayed payment.

Article 29. Payment dossiers for construction contracts

1. The payment dossier for a construction contract shall be prepared by the contractor in accordance with the type of construction contract, contract price, and contract agreements (including forms, if any), and shall be certified by the representative of the contract-awarding party or the representative of the consultant (if any) and the representative of the contractor. The components of the payment dossier (including forms, if any) shall be agreed upon by the parties corresponding to the type of construction contract.

For construction contracts under public investment projects and PPP projects, the principal components of the payment dossier are prescribed in Clauses 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 of this Article.

2. Components of the payment dossier for package contracts

a) The written record of acceptance testing of the completed volume and jobs during the payment phase; such written record of volume acceptance testing serves as the confirmation of completion of the work, work items or volume of jobs in conformity with the scope of jobs to be performed under the contract (for work construction execution contracts, in conformity with the scope of jobs to be performed under the design; for consultancy contracts, in conformity with the consultancy tasks to be performed), without requiring confirmation of the detailed completed volume;

b) The calculation statement of the value of additional jobs (if any) outside the scope of the concluded contract;

c) The contractor's payment request, which must indicate the following contents: the value of the completed volume under the contract, the value of the volume of additional jobs (if any), the reduction of the advance payment amount, and the payment value requested in the phase after deducting these amounts.

3. Components of the payment dossier for fixed unit price-based contracts

a) The written record of acceptance testing of the actual completed volume and jobs (increased or decreased compared to the volume under the contract) during the payment phase;

b) The calculation statement of the value of jobs for which no unit prices are specified in the contract (if any), indicating both the volume and the unit prices for such jobs;

c) The contractor's payment request, which must indicate the following contents: the value of the completed volume under the contract, the value of the volume of additional jobs (if any), the reduction of the advance payment amount, and the payment value requested in the phase after deducting these amounts.

4. Components of the payment dossier for adjustable unit price-based contracts

a) The written record of acceptance testing of the actual completed volume and jobs (increased or decreased compared to the volume under the contract) during the payment phase;

b) The calculation statement of the adjusted unit prices and adjusted prices (also referred to as payment unit prices and payment prices) in accordance with the contract agreements, and the calculation statement of the value of jobs for which no unit prices are specified in the contract (if any), indicating both the volume and the unit prices for such jobs;

c) The contractor's payment request, which must indicate the following contents: the value of the completed volume under the contract, the value of the volume of additional jobs (if any), the reduction of the advance payment amount, the amounts required to be deducted in accordance with the contract provisions, and the payment value requested in the phase after deducting these amounts.

5. Components of the payment dossier for time-based contracts

a) The written record of acceptance testing of the actual working time or the timesheet (by month, week, day, or hour) corresponding to the job results during the payment phase. In case where, during contract performance, additional jobs arise requiring additional experts for whom no remuneration has been provided in the contract, the parties shall agree upon and reach consensus on the remuneration for such experts prior to implementation, ensuring conformity with relevant law provisions. In such case, the payment dossier shall include the calculation statement of the value of additional jobs (if any) outside the scope of jobs to be performed under the contract;

b) The contractor's payment request, which must indicate the following contents: the value completed under the contract, the value of additional jobs (if any), the reduction of the advance payment amount, and the payment value requested in the phase after deducting these amounts.

6. For construction contracts involving equipment supply jobs, the completed volume may be determined on the basis of invoices, vouchers, bills of lading, written records of acceptance testing, records of equipment handover, and other relevant documents.

7. For construction contracts involving consultancy jobs for which the completed volume is difficult to determine (where the completed volume is only of a relative nature), the completed volume shall be determined on the basis of dossiers, documents, or products completed by the contractor and certified by the contract-awarding party as corresponding to the payment phase agreed upon in the contract.

8. Components of the payment dossier for charge-plus cost-based contracts

a) The written record of acceptance testing of the actual completed volume and jobs;

b) The calculation statement of the actual direct costs certified by the parties and the value of management costs, overhead costs, and profit of the contractor in accordance with the contract agreements;

c) The contractor's payment request, which must indicate the following contents: the value of the actual direct costs for completing the jobs under the contract, the reduction of the advance payment amount, and the payment value requested in the phase after deducting these amounts.

9. Components of the payment dossier for output-based contracts

a) The written record of acceptance testing of the actual completed job volume; such written record shall be determined on the basis of the dossiers, documents, or products completed by the contractor in accordance with the contract requirements and certified by the contract-awarding party;

b) The contractor's payment request, which must indicate the following contents: the value of the completed volume of output-based jobs under the contract, the adjusted value (if any), the reduction of the advance payment amount, and the payment value requested after deducting these amounts.

10. Components of the payment dossier for percentage-based contracts

a) The written record of acceptance testing of the completed job volume (increased or decreased compared to the volume under the contract) during the payment phase; such written record shall be determined on the basis of the dossiers, documents, or products completed by the contractor and certified by the contract-awarding party corresponding to the payment phases (payments) agreed upon by the parties in the contract;

b) The calculation statement of the value of additional jobs (if any) outside the scope of jobs to be performed under the contract;

c) The contractor's payment request, which must indicate the following contents: the value of the completed volume accepted in accordance with the contract provisions, the value of the volume of additional jobs (if any), the reduction of the advance payment amount, and the payment value requested after deducting these amounts, certified by the representative of the contract-awarding party and the representative of the contractor.

11. For mixed construction contracts, the components of the payment dossier shall comply with the corresponding provisions prescribed in Clauses 2, 3, 4, 5, 6, 7, 8, 9 and 10 of this Article.

12. In the case of temporary payment as prescribed at Point b, Clause 4, Article 28 of this Decree, the contract-awarding party shall, based on each specific case of temporary payment, decide the temporary payment dossier, ensuring the principle that only documents which have not yet satisfied the conditions prescribed in the contract are temporarily certified; for documents that have satisfied the conditions for certification, the components of the payment dossier shall be complete in accordance with the contract agreements and the provisions prescribed in Clauses 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11 of this Article.

13. In addition to the principal documents prescribed in Clauses 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 of this Article, for construction contracts using ODA capital or foreign concessional loans provided by donors, the payment dossier shall comply with the agreements and international treaties on ODA capital and foreign concessional loans concluded between the Government of Viet Nam and the donors, and the regulations of the Government of Viet Nam on the management and use of ODA capital and foreign concessional loans.

14. The contract-awarding party and agencies, organizations, and individuals involved in contract payment shall not impose payment dossier requirements contrary to the contract agreements and the provisions of this Decree for the purpose of obstructing payment in accordance with the contract agreements.

Article 30. Account-finalization of construction contracts

The account-finalization of construction contracts shall comply with Clauses 1, 3 and 5, Article 87 of the Law on Construction and the following provisions:

1. The account-finalization dossier for a construction contract shall be prepared by the contractor in accordance with the type of construction contract, contract price, and contract agreements (including forms, if any), and shall be certified by the representative of the contract-awarding party or the representative of the consultant (if any) and the representative of the contractor. In the case of unilateral account-finalization of the contract as prescribed in Clauses 1 and 5, Article 87 of the Law on Construction, the party conducting unilateral account-finalization shall prepare the contract account-finalization dossier; the components of the contract account-finalization dossier shall comply with the contract agreements and the provisions of this Decree.

The principal components of the account-finalization dossier and the time limit for account-finalization of construction contracts under public investment projects and PPP projects are prescribed in Clauses 2 and 3 of this Article.

2. The account-finalization dossier shall comprise the following principal documents:

a) The written record of acceptance testing of completion of all jobs within the contract scope and additional jobs outside the contract scope;

b) The calculation statement of the account-finalization value of the construction contract (referred to as A-B account finalization), clearly indicating the value of jobs completed under the contract; the value of the volume of additional jobs (if any) outside the scope of jobs under the concluded contract; the value already paid or temporarily paid; and the remaining value that the contract-awarding party is responsible for paying to the contractor;

c) The as-built dossier and the construction logbook, for contracts involving work construction execution jobs;

d) Other documents as agreed upon in the contract.

3. The time limit for account-finalization of a construction contract shall not exceed 60 days from the date on which all jobs under the contract have been completed and accepted in accordance with the contract agreements. For construction contracts of large scale and high complexity, the time limit for account-finalization may be extended but shall not exceed 120 days.

4. In case where the contractor is a consortium of contractors, the account-finalization of the value of the contract portion corresponding to the scope of jobs of each contractor in the consortium shall be agreed upon by the parties in the construction contract.

Article 31. Liquidation of construction contracts

1. The liquidation of construction contracts shall comply with Clauses 1, 4 and 5, Article 87 of the Law on Construction. In the case prescribed in Clause 5, Article 87 of the Law on Construction, the contract liquidation shall be carried out by the party unilaterally conducting the contract liquidation in accordance with the contract agreements.

2. Construction contracts shall be liquidated in the following cases:

a) The parties have fulfilled the obligations under the concluded contract;

b) The construction contract is terminated in accordance with Clause 2, Article 85 of the Law on Construction.

3. In addition to the provisions prescribed in Clause 1 of this Article, the liquidation of construction contracts under public investment projects and PPP projects shall be provided as follows:

a) The parties may agree that the contract shall automatically cease to be effective upon fulfillment of the obligations under the concluded contract or prepare a written record of contract liquidation. In case where the parties agree to prepare a written record of contract liquidation, the contractor shall be responsible for preparing it for submission to the contract-awarding party for certification;

b) The time limit for liquidation of a construction contract shall not exceed 45 days from the date on which the parties have fulfilled all obligations under the contract or terminated the construction contract in accordance with Clause 2, Article 85 of the Law on Construction. In case where the construction contract is of large scale and high complexity, the time limit for liquidation of the construction contract may be extended, but shall not exceed 90 days.

CHAPTER III
IMPLEMENTATION PROVISIONS

Article 32. Effect

1. This Decree takes effect from July 01, 2026.

2. The following legal documents cease to be effective from the effective date of this Decree:

a) The Government’s Decree No. 37/2015/ND-CP dated April 22, 2015, prescribing in detail construction contracts; the Government’s Decree No. 50/2021/ND-CP dated April 1, 2021, amending and supplementing a number of articles of the Government’s Decree No. 37/2015/ND-CP dated April 22, 2015, prescribing in detail construction contracts;

b) Article 9 of the Government’s Decree No. 35/2023/ND-CP dated June 20, 2023, amending and supplementing a number of articles of the Decrees relating to the Ministry of Construction’s state management.

Article 33. Transitional provisions

1. For construction contracts under public investment projects and PPP projects, the following provisions shall apply:

a) In case where the bidding dossier or dossier of requirements has been approved but not yet issued, or where the draft construction contract has not yet been sent to the contractor, relevant contents of the construction contract shall be considered for revision to ensure conformity with the provisions of this Decree;

b) In case where the bidding dossier or dossier of requirements has been issued, or where the draft construction contract has been sent to the contractor, and if there are changes to contents related to the construction contract to ensure conformity with the provisions of this Decree, all contractors who have purchased/received the bid dossier or dossier of requirements, or the contractor, shall be notified for revision of the contents of the bid dossier or dossier of proposals accordingly;

c) In case where the bid closing has taken place, it is not required to revise contents related to the construction contract in the bidding dossier or dossier of requirements; during contract negotiation, discussion and finalization, the parties shall agree on and apply the provisions of this Decree, ensuring conformity with the law on bidding and other relevant laws. In case where the parties fail to reach agreement, the contents of the bidding dossier or dossier of requirements shall continue to be implemented;

d) For construction contracts that have been concluded and are being performed prior to the effective date of this Decree, the provisions on construction contracts and the law on bidding in effect prior to the effective date of this Decree shall apply, except as provided in Clause 7, Article 95 of the Law on Construction.

2. For construction contracts under other projects that have been concluded and are being performed prior to the effective date of this Decree, the parties shall consider and agree on the application of the provisions of this Decree, ensuring conformity with the law on construction and other relevant laws. In case where the parties fail to reach agreement, the provisions of the law on construction contracts and other relevant laws at the time of contract conclusion shall apply.

Article 34. Organization of implementation

1. Entities, when preparing, appraising, and approving the bidding dossier or dossier of requirements containing contents related to construction contracts; negotiating, concluding, and managing the performance of construction contracts, shall comply with the provisions of this Decree; organize the archiving of contract dossiers in accordance with regulations; provide information for inspection, examination, and audit activities; and take responsibility before law and the investment decision-maker for the management of construction contract performance.

2. The Ministry of Construction shall guide and inspect the implementation of law provisions on construction contracts, and publish construction contract templates for reference by organizations and individuals in the process of establishing and managing the performance of construction contracts; and organize dissemination, training and fostering to enhance capacity in construction contract management.

3. Organizations and individuals are encouraged to refer to and use the standard forms of contract conditions issued by reputable professional associations (such as FIDIC, NEC) in the establishment and performance of construction contracts; when referring to or using such forms, the parties shall consider adjusting the contract contents to ensure conformity with the Vietnamese laws.

4. Ministers, heads of ministerial-level agencies, Chairpersons of People's Committees of provinces and centrally run cities, and relevant organizations and individuals shall implement this Decree.

On behalf of the Government

For the Prime Minister

The Deputy Prime Minister

PHAM GIA TUC