---
{"name": "vietnam-contract-review", "description": "Review Vietnamese-law contracts and propose traceable clause edits and negotiation positions."}
---

# vietnam-contract-review

## Scope and activation
Review Vietnamese-law contracts and propose traceable clause edits and negotiation positions.
Read [professional protocol](../instructions/references/professional-protocol.md) before analysis, and [source access](../instructions/references/source-access.md) when sources must be retrieved. Apply these even on direct invocation.

## Inputs
Complete contract with schedules, party represented, objectives, governing law, date, bargaining position and playbook.
Record missing material inputs; do not invent them.

## Workflow
1. Inventory clauses, definitions, annexes and missing pages; record which version was reviewed.
2. Map obligations, payment, performance, acceptance, warranties, liability, termination, IP, confidentiality and dispute mechanisms.
3. Distinguish mandatory-law concerns from commercial allocation; verify any legal caps or restrictions before quoting them.
4. For each issue quote the exact clause and location, explain risk, and draft a minimal replacement plus fallback negotiation language.
5. Cross-check changed definitions, numbering, cross-references and interactions; run opposing-counsel-review for material clauses and quality audit.

## Professional checklist
- Authority and capacity
- Liability, remedies and limitation periods
- Dispute resolution and enforceability assumptions
- Annex consistency and signature blocks

## Legal authority checks
Use the shared source and claim ledgers. Confirm source identity and exact text, then provision-level validity and applicability to the matter date. For this module, explicitly verify: authority and capacity and dispute resolution and enforceability assumptions. If unavailable, label the affected conclusion unverified. Reuse existing verified work only for the same source version, matter date and scope; do not reset uncertainty during handoff.

## Quality criteria
Every redline traces to actual source text; no invented clause location; mandatory-law statements have verified support.
Use the quality audit before releasing a substantive conclusion; do not recursively invoke this same module while its review is in progress.

## Output
Risk register: clause | original | legal/commercial risk | severity | proposed wording | fallback | evidence. Use [-deleted-] and {+added+}; label as text redlines unless real tracked changes were produced.

## Limits and handoff
Missing annexes limit coverage. Foreign governing law needs qualified foreign-law review. Document-file editing requires an available document tool; never claim Word tracked changes from plain text.
Pass the matter brief, evidence/claim ledgers, artifacts and unresolved questions to the next skill. Route by exact sibling skill name in [router](../instructions/SKILL.md); load its SKILL.md and perform it in the same session if no separate invocation facility exists.