Organizational Setting

On 31 October 2022, at COP26 and in the presence of the Prime Minister of Viet Nam, the Minister of Agriculture and Rural Development signed a Letter of Intent with Emergent Forest Finance Accelerator (Emergent). Under this arrangement, Viet Nam intends to transfer 5.15 million tonnes of CO₂ emission reductions generated from five provinces in the Central Highlands and South Central Coast Region for the period 2021–2025 at a minimum price of USD 10 per tonne. This transfer will be implemented through the negotiation and execution of an Emission Reductions Purchase Agreement (ERPA) between the Ministry of Agriculture and Environment (MAE) and Emergent.

The Viet Nam Forestry Administration (VNFOREST) serves as the focal agency advising the Ministry on the negotiation and signing of the ERPA. The two parties have completed the preparatory phase and entered into the ERPA negotiation stage. The draft ERPA prepared by Emergent has a complex legal structure and is governed by New York law. The draft agreement contains a number of provisions that may create legal and financial risks for the Ministry of Agriculture and Environment and the Viet Nam Forest Protection and Development Fund.

FAO, through the UN-REDD Programme, is providing technical assistance to MAE, VNFOREST, and relevant stakeholders in the development and implementation of jurisdictional REDD+ programmes and forest carbon transactions in Viet Nam. As part of this support, FAO assists in strengthening institutional capacity, enhancing technical and legal readiness, and facilitating access to high-integrity carbon markets. In the context of the ERPA negotiations with Emergent, FAO is supporting the Government of Viet Nam by providing independent technical and legal expertise to help assess risks, strengthen negotiation positions, and ensure that the proposed agreement is aligned with national interests, international standards, and applicable legal frameworks.

To support the ERPA negotiation process and ensure that Viet Nam’s interests are adequately protected and aligned with both domestic and international legal requirements, one qualified individual legal specialist with strong expertise in international legal practice is needed. The specialist will undertake a comprehensive review of the draft ERPA compiling and analyzing provisions of the draft ERPA against applicable national and international legal frameworks, preparing background materials and records, and providing technical support throughout the ERPA review and negotiation process.

Reporting Lines

Under the overall supervision by the FAO Representative, technical supervision by the Forestry Officer, day-to-day management by Assistant FAO Representative (Programme) and in collaboration with the Project Coordinator at FAO in Vietnam and the international consultant for the project. Where deemed appropriate, the specialist’s deliverables shall be subject to internal quality assurance review by the Legal Officer, Development Law Service (LEGN). All activities undertaken by the specialist shall be conducted under FAO oversight.

The specialist will work under the technical supervision of FAO Viet Nam. Where appropriate, outputs may be subject to FAO internal quality assurance and technical review processes in accordance with FAO procedures.

Technical Focus

The 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 ERPA.

Particular attention shall be given to protecting the interests of the Seller, ensuring legal consistency with Vietnamese legislation, minimizing potential legal and financial risks, and supporting the Government's review and consideration of issues, including with respect to emission reduction rights and transfer arrangements, authorization requirements, corresponding adjustment provisions where applicable, benefit-sharing obligations, avoidance of double claiming or conflicting use of emission reductions, and compliance with the relevant legal framework governing carbon transactions and forestry-sector emission reductions.

The specialist shall provide inputs for legal advice and technical support related to the review and negotiation of the ERPA and associated legal documentation, and shall not represent FAO in negotiations, policy discussions, donor coordination, or official communications with government counterparts.

Tasks and responsibilities

Comprehensive legal review of the Draft ERPA

•    Conduct a comprehensive legal review of the draft ERPA and all associated annexes.
•    Review key provisions affecting the Seller, including but not limited to:
o    Payment mechanisms;
o    Breach and default events;
o    Remedies and enforcement provisions;
o    Liability and indemnification clauses;
o    Governing law and applicable law;
o    Arbitration and dispute resolution mechanisms;
o    Legal character, ownership and transfer of emission reductions;
o    Authorization requirements and regulatory approvals under Vietnamese law;
o    Provisions relating to corresponding adjustments and accounting treatments, where applicable;
o    Benefit-sharing obligations and distribution of revenues generated under the ERPA;
o    Risks related to double claiming, double use or inconsistent treatment of emission reductions;
o    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.

Proposed amendments and negotiation support

•    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.

Legal advisory support

•    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.

CANDIDATES WILL BE ASSESSED AGAINST THE FOLLOWING

Minimum 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.

FAO Core Competencies

•    Results Focus
•    Teamwork
•    Communication
•    Building Effective Relationships
•    Knowledge Sharing and Continuous Improvement

Technical/Functional Skills

•    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.

Selection criteria

•    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

National Legal Specialist for Emission Reductions Purchase Agreement (ERPA)