What is the Appendix to the Contract?

According to Article 408 of the Civil Code 2005 stipulates as follows:

"1. An appendix may be attached to the contract to specify several terms of the contract. The contract appendix is effective as the contract. The content of the contract appendix must not contradict the content of the contract.

2. In the event that the content of the contract appendix contradicts the content of a clause within the contract, such clause shall not be effective, except as otherwise agreed upon. If the parties accept the contract appendix with a clause that contradicts a term in the contract, such term in the contract shall be considered as amended."

According to the above regulation, it can be recognized that the contract appendix is a part that specifies several terms of the contract, hence it is a component of the contract. The contract appendix is effective along with the contract. The contract appendix is created attached to the contract, so it cannot be applied independently but must always depend on and be executed with the contract, hence the content of the contract appendix must conform to the content of the contract.

The parties participating in contract signing are not only obligated to perform according to the contractual terms but also must fulfill the contents set forth in the contract appendix.

The distinguishing point between a contract appendix and a subsidiary contract is that, although a subsidiary contract is also established with the purpose to perform the main contract, it maintains relative independence from the main contract and does not necessarily have to be executed simultaneously with the main contract.

When entering into a contract, if the contract appendix is created during the discussion and signing process, few cases exist where the appendix contradicts the contract. However, if the contract has been signed but during its execution, some clauses are unclear or issues arise needing clarification or more explicit expression, the parties to the contract will discuss and draft a contract appendix. In case the content of the contract appendix contradicts the contract, the contracting parties must draft a new contract to amend and supplement the previously established contract.

Most common types of contracts do not specify the maximum number of times a contract appendix can be signed, provided that the content of the appendix does not contradict the contract and the law.

However, labor contract appendices are limited by the number of times they can be drafted according to Article 5 of Decree 05/2015/ND-CP on the amendment of labor contract terms by the labor contract appendix as follows:

"The duration of a labor contract shall be amended only once by a labor contract appendix and shall not change the type of the concluded contract unless extending the duration of a labor contract with elderly employees or employees who are part-time union officials as stipulated in Clause 6 Article 192 of the Labor Code."

According to the above regulation, the contract duration can only be amended once by a labor contract appendix and shall not change the type of the concluded contract.

Relevant documents:

Labor Code 2012

Civil Code 2015

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