Boiler plate clauses deal with common issues in most contracts (e.g. severability, counterparts, entire agreement). In Vietnam, most commercial lawyers use boiler plate clause precedents from contracts drafted by international law firms. These precedents are generally useful and in many cases are relevant in Vietnamese context. However, I believe that there should be specific boiler plate clauses developed for contracts governed by Vietnamese law. Below are two examples:
- Article 282 of the Civil Code provides that, among other things, the subject matter of civil obligations must be tasks which can be performed and must be defined precisely. As such, to avoid potential future arguments between the contracting parties about whether a contractual obligation satisfies the requirements of Article 282 of the Civil Code, a statement in this regard should be included in every contract.
- Article 408 of the Civil Code provides that if the terms and conditions of the appendices contradict the terms and conditions of the contract, the former terms and conditions shall be ineffective unless otherwise agreed. It is common for a commercial contract to have schedules and appendices. As such, a draftsman should have a clause addressing the potential inconsistencies between schedules and appendices of a contract and the body of such contract.