Retail Lease Agreement Template 2026 in Viet Nam: What to Include Before Signing

A retail lease agreement sets out the commercial terms governing the relationship between a business and the land owner. Before signing, it is important to understand how key provisions such as rent, lease term, fit-out obligations and operating costs may affect both the store opening process and day-to-day operations. 

This blog will provide sample retail lease agreement templates in Viet Nam for reference, together with practical guidance on reviewing lease terms, preparing for negotiations and avoiding common leasing pitfalls. .   

Table of Contents 1. What is a property lease agreement? 2. Retail lease agreement templates in 2026 2.1. Retail lease agreement template 2.2. Lease deposit agreement template 2.3. Premises handover record template 2.4. Lease agreement addendum template 2.5. Lease termination and settlement record template 3. What should a legally compliant retail lease agreement include? 4. Why A Retail Lease Agreement Is Important? 4.1. Formalising the agreed lease terms 4.2. Protecting the right to use and operate the premises 4.3. Reducing risks arising from unclear lease terms 5. What Happens Before Signing A Retail Lease Agreement? Step 1. Verify the legal information of the parties Step 2. Compare the property information with its actual condition Step 3. Review the commercial terms Step 4. Review the rights and obligations of each party Step 5. Review all appendices and supporting documents 6. Key Considerations When Signing a Retail Lease Agreement 6.1. Do not rely solely on a standard lease template 6.2. Record all commercial terms in writing 6.3. Review all supporting documents 6.4. Seek professional advice for complex transactions 7. Are retail lease agreements notarised in Viet Nam? Conclusion Frequently Asked Questions

1. What is a property lease agreement?  

Under Viet Nam’s 2015 Civil Code, a property lease agreement is an arrangement under which the lessor transfers an asset to the lessee for use over an agreed period, while the lessee is responsible for paying rent. 

For businesses leasing retail premises, the agreement therefore provides the legal and commercial framework governing the property use throughout the lease term. 

2. Retail lease agreement templates in 2026 

Retail leasing typically involves a range of documents, from initial proposals through to the final lease agreement. The templates below illustrate common formats and provisions that businesses can use as a starting point when reviewing or preparing lease documentation. 

2.1. Retail lease agreement template 

This agreement is the principal legal document recording information about the parties, the leased premises, permitted use, lease term, rent, security deposit and operational responsibilities. 

The agreement should also clearly address the fit-out period, signage rights, permitted operating hours and reinstatement requirements at the end of the lease. 

Download template: Retail Lease Agreement Template

2.2. Lease deposit agreement template 

This contract is used when a business needs to secure a premises before the principal lease agreement has been finalised. 

The document should specify the deposit amount, negotiation period, conditions for refund or deduction, and the financial responsibilities of each party if the transaction does not proceed. 

Download template: Lease Deposit Agreement Template 

2.3. Premises handover record template 

This is a record that will confirm the date of the property being transferred to the tenant and documents the actual condition of the premises, existing equipment, utility meter readings and the number of keys handed over. 

Businesses should consider attaching drawings or photographs of the premises to create a transparent record that can be referenced when the property is returned. 

Download template: Premises Handover Record Template 

2.4. Lease agreement addendum template 

A lease addendum can be used when the parties agree to amend certain terms, such as the leased area, rent, lease term, payment schedule or operational requirements, without replacing the original agreement. 

The addendum should clearly identify the amended clauses and state when the changes become effective. 

Download template: Lease Agreement Addendum Template 

2.5. Lease termination and settlement record template 

A lease termination and settlement record confirms the end of the lease, the condition in which the premises have been returned, any outstanding financial obligations and the arrangements for returning the security deposit. 

This document provides a clear basis for concluding the parties’ respective obligations and can help minimise potential disputes after the lease ends. 

Download template: Lease Termination and Settlement Record Template 

Note: These templates are provided for general reference only and should be adapted to the requirements of each transaction. Before signing any agreement, businesses should verify the legal status of the property, confirm the ownership rights of the landlord and ensure that the signatory has the authority to confirm the lease. 

3. What should a legally compliant retail lease agreement include? 

Under Viet Nam’s 2023 Law on Real Estate Business, a lease agreement for a building or floor area should clearly address the contracting parties, property information, rental price, handover schedule, rights and obligations, remedies for breach, termination arrangements and dispute resolution mechanisms. 

Decree No. 96/2024/ND-CP also provides reference contract frameworks for properties used for commercial, service, office and mixed-use purposes. 

A retail lease agreement should therefore cover the following key areas: 

• Parties and premises: Record the legal details of the landlord and tenant, together with a clear description of the leased premises, including address, area, permitted use and any shared or exclusive-use areas. 
• Lease term and possession: Specify the lease commencement date, lease term, handover conditions, fit-out period and the date from which rent becomes payable. Supporting documents such as floor plans and handover records should be attached where relevant. 
• Rent and operating costs: Define the rent, security deposit, payment schedule, service charges, utilities, taxes and any rent review or escalation provisions. 

• Rights and obligations: Set out the responsibilities of each party, including access rights, alterations, signage, maintenance, repairs and operational requirements.  
• Breach, dispute, and termination: Establish the circumstances that constitute a breach of the lease, available remedies, termination rights, compensation obligations and procedures for returning the premises. 

Even a comprehensive lease template should be adjusted to reflect the specific characteristics of the premises and the tenant’s operating model. Businesses should therefore treat standard templates as a reference framework rather than applying them uniformly to every transaction. 

4. Should You Choose a Shopping Mall or a Street-Front Property?  

4.1. Formalising the agreed lease terms 

A well-structured commercial lease agreement provides a clear record of the terms agreed between the landlord and tenant, including the leased premises, rent, payment obligations, handover arrangements, and each party's rights and responsibilities. 

For businesses, documenting these terms in writing reduces the risk of misunderstandings and provides a consistent point of reference throughout the lease term. Rather than relying on discussions, emails or informal agreements, a written contract clearly defines the commercial framework governing the tenancy. 

4.2. Protecting the right to use and operate the premises 

A  business lease agreement does more than set out rental payments. It also establishes the tenant's right to occupy and operate from the premises throughout the lease term. 

Key provisions should address matters such as handover conditions, permitted use, access rights, signage, alterations, maintenance responsibilities and lease renewal options. These terms can have a direct impact on store fit-out, day-to-day operations and long-term business planning. 

A comprehensive agreement should also clarify how issues will be handled if the premises are not delivered as agreed, access becomes restricted or operating conditions change. By addressing these matters upfront, businesses can reduce operational uncertainty and better protect their interests throughout the tenancy. 

4.3. Reducing risks arising from unclear lease terms 

A transparent lease agreement helps reduce the risk of misunderstandings by clearly documenting the obligations of both parties. Without a written agreement, or where key terms are unclear, it can be difficult to determine what was originally agreed if issues arise during the lease term. 

Particular attention should be given to provisions covering handover conditions, security deposits, rent payments, permitted use, default events and termination rights. These clauses form the foundation of both retail space lease agreement samples and more detailed business lease agreements. 

The value of a lease agreement extends beyond the initial signing process. A well-drafted contract provides a practical framework for managing the tenancy, resolving issues and protecting the interests of both landlord and tenant throughout the lease term. 

5.What Happens Before Signing A Retail Lease Agreement? 

Step 1. Verify the legal information of the parties 

Before reviewing the commercial terms, businesses should verify the landlord’s information against the relevant legal documents. 

The legal entity name, authorised signatory and right to lease the property should be consistent with documents demonstrating ownership or the legal right to operate and lease the premises. 

Step 2. Compare the property information with its actual condition 

The address, leased area, shared areas, handover date and property condition stated in the agreement should correspond with the actual premises. 

Businesses should also review floor plans and the handover record to identify any discrepancies before taking possession. 

Step 3. Review the commercial terms 

Businesses should carefully assess the rent, security deposit, payment arrangements, lease term, rent-free period where applicable, rent escalation provisions and other potential charges. 

Understanding the total occupancy cost supports more effective financial planning throughout the lease term. 

Step 4. Review the rights and obligations of each party 

The agreement should clearly define the parties’ responsibilities throughout the period of occupation, including maintenance, repairs, alterations and interior fit-out works. 

Renewal, assignment, subleasing and termination rights should also be reviewed carefully, as these provisions can directly affect operational continuity. 

Step 5. Review all appendices and supporting documents 

Before signing, businesses should review all documents attached to the agreement, including floor plans, handover schedules, service charge tables, technical appendices and supplementary arrangements. 

These materials form an important reference for the parties’ rights and obligations throughout the lease term and can help reduce the risk of future disputes.

6. Key Considerations When Signing a Retail Lease Agreement 

6.1. Do not rely solely on a standard lease template 

A lease agreement template, business lease agreement template or retail space lease agreement sample can provide a useful starting point. However, it should not replace a detailed review of the agreed commercial terms. Before signing, businesses should ensure the final agreement accurately reflects all negotiated arrangements, obligations and operational requirements. 

6.2. Record all commercial terms in writing 

The main commercial provisions should be clearly documented within the lease agreement or its appendices. These may include rent-free fit-out periods, rent review mechanisms, signage rights, renewal options and remedies for delayed handover. Regardless of whether a simple commercial lease agreement or a more detailed lease structure is used, documenting these terms reduces ambiguity and provides greater certainty throughout the tenancy. 

6.3. Review all supporting documents 

A lease agreement should be reviewed together with all related documentation, including floor plans, handover records, technical specifications, service charge schedules and evidence of the landlord's right to lease the property. These supporting documents often form an important part of the overall commercial property lease agreement and can affect both fit-out planning and day-to-day operations. 

6.4. Seek professional advice for complex transactions 

For high-value leases, long lease terms or agreements containing complex commercial provisions, businesses should consider obtaining professional advice. Real estate and legal advisers can help review the proposed lease structure, identify potential risks and support negotiations before the agreement is finalised. This is particularly important where standard or short-form commercial lease templates are being adapted for more complex transactions. 

7. Are retail lease agreement’s notarised in Viet Nam? 

In most cases, retail lease agreements and commercial lease agreements are not required to be notarised. However, the applicable requirements may vary depending on the property type, transaction structure and the legal status of the parties involved. 

• Residential leases: Under the 2023 Law on Housing, residential lease agreements are generally not subject to mandatory notarisation or certification unless the parties choose to do so. The effective date of the agreement is determined by the parties or, where no separate arrangement is made, upon signing. 
• Commercial leases: For office, retail and commercial premises, notarisation is typically optional rather than mandatory. This applies to most business lease agreements, including agreements entered into between tenants and real estate business enterprises. The parties may elect to notarise the lease, but current regulations generally do not require this for standard leasing transactions. 

Even where notarisation is not compulsory, the agreement should still be prepared in writing and clearly address the contracting parties, leased premises, lease term, rental rate, handover process, usage rights, liability for breach and termination provisions. 

Documenting these matters clearly can strengthen the legal basis of the transaction and provide greater certainty throughout the business relationship. 

Conclusion 

A retail lease agreement establishes the commercial and operational framework governing a business's occupation of a property. A clear and well-structured agreement can help reduce risk, support day-to-day operations and provide greater certainty throughout the lease term. 

The templates and guidance in this article are intended as a reference point for understanding the structure of a commercial lease agreement and the key terms that require careful review. Before signing, businesses should confirm that provisions relating to rent, lease term, handover conditions, permitted use and termination rights accurately reflect the agreed commercial terms and support their operational requirements. 

Frequently Asked Questions 

1. Can a business sublease part of its retail premises without the landlord’s consent? 

No. 

Under Article 475 of Vietnam’s 2015 Civil Code, a lessee may sublease the leased property only with the lessor’s consent. 

Any right to sublease all or part of the premises should therefore be expressly addressed in the lease agreement, including the permitted area, intended use, proposed subtenant and the tenant’s continuing responsibilities towards the landlord. 

Where the agreement does not permit subleasing, or where written approval has not been obtained, a business should not independently allow a third party to occupy or lease part of the premises. 

Doing so may constitute a breach of the lease and could result in penalties, compensation obligations or termination, depending on the terms agreed between the parties. 

2. What should be included in a commercial lease agreement? 

A commercial lease agreement should clearly define the leased premises, lease term, rent, security deposit, payment obligations, permitted use, handover conditions, maintenance responsibilities, default provisions and termination rights. Supporting documents such as floor plans and handover records should also be attached where relevant. 

3. How do you structure a business lease agreement? 

A business lease agreement is typically structured around several key sections, including the parties, leased premises, lease term, rent and operating costs, rights and obligations, handover arrangements, default events and termination provisions. The structure should reflect both the commercial agreement and operational requirements of the business. 

4. What is the difference between a retail lease and an office lease? 

While the legal structure is often similar, retail leases commonly include additional provisions relating to operating hours, signage, fit-out requirements, permitted use, marketing contributions and customer access. Office leases generally place greater emphasis on workspace use, building services and common area management. 

5. Is a written lease agreement necessary if the parties have already agreed the terms? 

Yes. A written agreement helps ensure that all commercial terms are clearly documented and reduces the risk of future disputes. It also provides a clear reference point for both landlord and tenant throughout the lease term. 

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