Effective commercial contract negotiation skills

1. What is contract negotiation?

Vietnamese law does not provide a definition of contract negotiation except for Clause 4, Article 420 of the 2015 Civil Code, which mentions the phrase: "negotiation to amend and terminate contracts".

2. Commercial contract negotiation skills

• First, the negotiation preparation stage

Preparing for contract negotiation is the first and necessary task for successful contract negotiation. During this stage, a number of tasks need to be done such as: establishing a negotiating team, preparing the negotiation program and content, and especially determining the strategies and tactics to be used in the contract negotiation process. commerce.

Determining a commercial contract negotiation strategy: is the building of plans and actions to achieve goals. Specific tasks to implement the negotiation strategy include: 

• Determine negotiation goals
• Create a questionnaire to proactively handle developments in negotiations quickly.
• Analyze the situation at the negotiation
• Develop contract negotiation tactics

- Second, the negotiation stage

The commercial contract negotiation process includes: Introduction; Establish general conditions; Exchange of views; Observe and identify common ground; Note the differences; Initiate negotiations; Agree; Allocation of tasks; End.

Skills in negotiation methods: Currently, the Harvard negotiation method is popularly used in negotiating commercial contracts. Harvard's negotiation method decides the issue based on the nature of the problem with the following basic negotiation methods:

• Separate the person from the problem
• Find a win-win solution
• Focus on using objective standards

3. Does the contract negotiation process give rise to civil liability?

Negotiations may result in general agreements, or they may not result in a unified agreement. Negotiations can take place in many different sessions, with the contents agreed upon after each negotiation session, recorded in a memorandum of understanding or intermediary agreement. 

There are no regulations requiring the parties to sign a contract after completing negotiations. Therefore, if every negotiation session does not end with a legally effective contract, there is no basis for giving rise to legal rights and obligations for the parties.

Accordingly, the contract negotiation process does not give rise to civil liability.