National Legal Specialist for Emission Reductions Purchase Agreement (ERPA)

The National Legal Specialist will provide specialized legal expertise on international commercial contracts, carbon transactions, arbitration clauses, governing law provisions, liability and indemnification mechanisms, and other legal issues arising from the negotiation and implementation of the Emission Reductions Purchase Agreement (ERPA) in Viet Nam. The specialist will conduct a comprehensive legal review of the draft ERPA, propose amendments, provide negotiation support, and offer legal advisory support to ensure alignment with national interests and international standards.

Responsibilities

• Conduct a comprehensive legal review of the draft ERPA and all associated annexes.
• Review key provisions affecting the Seller, including payment mechanisms, breach and default events, remedies and enforcement provisions, liability and indemnification clauses, governing law and applicable law, arbitration and dispute resolution mechanisms, legal character, ownership and transfer of emission reductions, authorization requirements and regulatory approvals under Vietnamese law, provisions relating to corresponding adjustments and accounting treatments, benefit-sharing obligations and distribution of revenues generated under the ERPA, risks related to double claiming, double use or inconsistent treatment of emission reductions, and other legal obligations and responsibilities.
• Prepare a legal review report identifying each issue, assessing the level of risk, and providing recommendations for risk mitigation and contract improvement.
• Propose revisions and alternative language draft for contractual provisions as appropriate.
• Prepare supporting legal arguments and justifications for proposed revisions.
• Provide legal comments, analyses and briefing materials to support FAO and government counterparts participating in discussions with Emergent.
• Prepare legal analyses and written briefing notes concerning proposed contractual positions for consideration by FAO and Government counterparts.
• Support the collection, review, and organization of legal information relevant to the ERPA and information necessary for the VNFOREST to prepare reports and submissions relating to legal aspects of the ERPA.
• Prepare background materials, legal summaries, and supporting documentation for the VNFOREST's consideration and use in ERPA-related discussions and decision-making processes.
• Provide written legal opinions and recommendations when requested.

Requirements

• Bachelor’s degree in law, particularly in International commercial law; International arbitration; Environmental or climate law
• 8 years of relevant experience in legal analysis, legal research, and review of international commercial agreements, contracts, and legal frameworks.
• Working knowledge of English and Vietnamese
• National of Vietnam or resident of the country with a valid work permit.
• Demonstrated experience with agreements governed by foreign laws, particularly New York law and/or English law.
• Demonstrated experience with international arbitration provisions, including ICC, VIAC or equivalent mechanisms.
• Strong knowledge of relevant Vietnamese legislation, including Civil law; Commercial law; Investment law; Forestry law; Public finance and budgetary regulations; Procedures concerning recognition and enforcement of foreign arbitral awards.
• Demonstrated experience participating in international negotiations and working directly with foreign counterparties and legal counsel.
• Strong analytical, advocacy, negotiation and persuasion skills.
• Availability to participate in online and in-person meetings according to the Buyer’s time zones and negotiation schedule, including urgent requests when necessary.
• Advanced degree (master’s or PhD) in Law is highly desirable
• Valid license to practice law, including a valid practicing certificate/bar association membership in Viet Nam; and/or Valid professional legal qualification in another jurisdiction.
• Excellent legal English skills, with the ability to negotiate directly, conduct legal discussions, prepare contractual language, and engage professionally with international lawyers and representatives without interpretation support

Skills

• International Commercial Law
• International Commercial Arbitration
• Environmental Law
• Climate Law
• Legal Analysis
• Legal Research
• Contract Review
• New York Law
• English Law
• ICC Arbitration
• VIAC Arbitration
• Vietnamese Civil Law
• Vietnamese Commercial Law
• Vietnamese Investment Law
• Vietnamese Forestry Law
• Public Finance Regulations
• Foreign Arbitral Awards Enforcement
• International Negotiations
• Legal Advocacy and Support
• Legal Negotiation
• Legal Drafting
• Legal Advisory Services
• Legal English
• Practicing Certificate Vietnam
• Bar Association Membership Vietnam
• International Trade Agreements

Languages

English, Vietnamese