National Legal Specialist for Emission Reductions Purchase Agreement (ERPA)
Organizational Context
FAO, through the UN-REDD Programme, provides technical assistance to the Ministry of Agriculture and Environment (MAE) and the Viet Nam Forestry Administration (VNFOREST) for developing and implementing jurisdictional REDD+ programmes and forest carbon transactions. This support aims to strengthen institutional capacity, enhance technical and legal readiness, and facilitate access to carbon markets. In the context of negotiating an Emission Reductions Purchase Agreement (ERPA) with Emergent, FAO is assisting the Government of Viet Nam by providing independent technical and legal expertise to assess risks and strengthen negotiation positions.
Job Purpose
The National Legal Specialist will provide specialized legal expertise on international commercial contracts, carbon transactions, arbitration, governing law, and liability mechanisms related to the ERPA negotiation and implementation. The role focuses on protecting the Seller's interests, ensuring legal consistency with Vietnamese legislation, minimizing legal and financial risks, and supporting the Government's review of emission reduction rights, authorization requirements, benefit-sharing, and compliance with carbon transaction frameworks. The specialist will provide inputs for legal advice and technical support for the ERPA and associated documentation, but will not represent FAO in negotiations or official communications.
Responsibilities
Conduct a comprehensive legal review of the draft ERPA and its annexes, focusing on provisions related to payment, breach, remedies, liability, governing law, dispute resolution, ownership of emission reductions, regulatory approvals, accounting treatments, benefit-sharing, and risks of double claiming. Prepare a detailed legal review report with risk assessments and recommendations. Propose revisions and alternative language for contractual provisions, supported by legal arguments. Provide legal comments, analyses, and briefing materials to FAO and government counterparts for discussions with Emergent. Prepare legal analyses and briefing notes on proposed contractual positions. Support the collection and review of legal information relevant to the ERPA for VNFOREST. Prepare background materials, legal summaries, and supporting documentation for VNFOREST's decision-making processes. Provide written legal opinions and recommendations as requested.
Work Experience
Requires 8 years of relevant experience in legal analysis, legal research, and the review of international commercial agreements, contracts, and legal frameworks. Experience with agreements governed by foreign laws (e.g., New York or English law) and international arbitration provisions is essential. Strong knowledge of Vietnamese legislation, including Civil, Commercial, Investment, and Forestry law, is required. Experience in international negotiations and direct engagement with foreign counterparties and legal counsel is necessary.
Skills
Demonstrated experience with agreements governed by foreign laws, particularly New York or English law, and international arbitration provisions. Strong knowledge of Vietnamese legislation (Civil, Commercial, Investment, Forestry, public finance, arbitration award enforcement). Proven experience in international negotiations and working with foreign parties. Strong analytical, advocacy, negotiation, and persuasion skills. Availability for online and in-person meetings, including urgent requests. Excellent legal English skills for direct negotiation and professional engagement without interpretation. A valid law practice license in Vietnam or another jurisdiction is highly desirable.