Cooperation & Joint Venture Contract

The importance of cooperation and joint venture contracts

In the context of economic openness and deep integration, domestic and foreign businesses are increasingly choosing cooperation contracts and joint venture contracts as a solution to optimize resources, share risks and expand markets. However, because this is a complex type of contract, involving long-term economic benefits and strict legal regulations, the drafting, review and negotiation need to be done carefully.

A close cooperation or joint venture contract helps:

• Clearly define the rights and obligations of the parties.
• Divide profits, costs, and responsibilities transparently.
• Minimize disputes that arise during cooperation.
• Protect business interests against legal risks in Vietnam.

Common types of cooperation and joint venture contracts

Business cooperation contract (BCC)

This type of contract is specifically regulated by Vietnamese law in the 2020 Investment Law, allowing parties to cooperate in business without the need to establish a new legal entity. Suitable for projects with short deadlines or requiring high flexibility.

Joint venture contract to establish a legal entity

In case the parties want to establish a joint venture company to implement the project, the joint venture contract will be the foundation document stipulating the capital contribution ratio, corporate governance, voting rights, profit sharing and handling plan upon termination of the joint venture.

Project development cooperation contract

Applicable in real estate, infrastructure, manufacturing projects, where one party owns the land/license, the other party provides capital, technology or management experience.

Cooperation & Joint Venture Contract Implementation Process at DEDICA

Step 1. Receive information & determine cooperation goals

In the early stages, DEDICA works directly with customers to collect information and determine cooperation directions, including:

• Collaboration goals;
• Structure of participating parties;
• Scope, duration and scale of cooperation;
• Existing documents.

This information helps DEDICA understand the nature and structure of the project, thereby determining the legal framework, applicable conditions and accurate consulting orientation for each type of cooperation.

Step 2. Analyze, evaluate & quote legal services

After receiving the application, DEDICA's team of investment and business lawyers will proceed:

• Analyze the legal basis governing cooperation or joint venture;
• Assess legal and commercial risks;
• Propose optimal cooperation structure based on customer goals and risks.
• Send a detailed service quote, including:
  • Scope of work (consulting, drafting, reviewing, negotiating);
  • Implementation time and working form;
  • Transparent fees, commitment to no additional fees.

Step 3. Draft/Review cooperation & joint venture contracts

After the customer agrees to the service, DEDICA begins the main work — drafting or reviewing the detailed contract, ensuring its strictness, feasibility and balance of rights and obligations between the parties.

(a) Drafting a new contract

• Develop complete and accurate contracts;
• Drafting bilingual contracts (Vietnamese - English / Vietnamese - Chinese) when foreign elements are involved, ensuring consistency between the two languages ​​and legal systems.

(b) Review and edit existing contracts

Once the customer has a draft contract from the partner, DEDICA will:

• Review each clause in detail, identify disadvantages or unclear points;
• Provide a comment sheet with a list of specific editing suggestions;
• Explain the legal impact of each provision on ownership, operations, distribution of profits, and exit from the joint venture;
• Propose negotiation and adjustment plans to ensure legal and commercial benefits for customers.

Step 4. Hand over results & Support negotiation and signing

Once completed, DEDICA will:

• Handover of complete contract, including:
  • Vietnamese version, bilingual (Vietnamese - English / Vietnamese - Chinese) upon request;
  • Electronic file (Word, PDF) or official printed copy (if confirmation is needed).
• Explain in detail the contract content;
• Support customers during the negotiation and signing process;
• Legal advice after signing (if any).

Reasons to choose DEDICA

• Deep expertise: A team of experienced lawyers in the fields of investment, M&A, and business cooperation.
• Understanding of Vietnamese and international law: Helps contracts comply with both Vietnamese law and foreign partner standards.
• Optimal, cost-saving solution: Ensuring long-term business efficiency.
• Absolute information security: DEDICA is committed to keeping all project and customer information confidential.