Nghị định 377/2026: Hybrid PPP Contracts for Tech Projects, and a Later Start for Online Investor Bidding

On 1 October 2026 the Government issued Nghị định 377/2026/NĐ-CP. It amends four decrees that implement the Law on Public-Private Partnership Investment (Luật Đầu tư theo phương thức đối tác công tư, the “PPP Law”). Deputy Prime Minister Nguyễn Văn Thắng signed it on the proposal of the Minister of Finance, and it took effect the same day. Most coverage treated it as a decree about build-transfer (BT) contracts and land, and much of it is. But Chương I rewrites parts of Nghị định 180/2025/NĐ-CP, Vietnam’s framework for public-private partnerships in science, technology, innovation and digital transformation. Chương II also resets the timetable for moving PPP investor selection onto the national e-procurement system.

The document at a glance

Number: 377/2026/NĐ-CP
Issuer: Chính phủ, signed by Phó Thủ tướng Nguyễn Văn Thắng
Issued: 01/10/2026. Effective: 01/10/2026 (Điều 50 k1)
Structure: 5 chapters, 50 articles, with replacement annexes for Nghị định 243/2025
Amends: Nghị định 180/2025/NĐ-CP (tech PPPs), 243/2025/NĐ-CP (general PPP rules), 257/2025/NĐ-CP (BT contracts) and 312/2025/NĐ-CP (PPP financial management)
Repeals: Nghị định 69/2019/NĐ-CP on paying BT investors with public assets (Điều 50 k2)

What changes for technology PPPs (Nghị định 180/2025)

1. Hybrid contracts. Under the old Điều 11, a technology PPP had to use one of four contract families, or a combination of them: BOT/BTO/BOO, BTL/BLT, BT, or O&M. The new khoản 5 (Điều 4 of the new decree) explicitly allows the hybrid contract from khoản 3 Điều 45 of the PPP Law for projects that “need to combine several contract types” to fit the project and “the commercialisation potential of the technology”. A hybrid can now mix any of the four PPP families with other cooperation models under science-and-technology law, data law and other relevant law. The parties negotiate the combination, the management method and how the investment is recovered.

2. Data, software, models and algorithms in the contract. The old khoản 3 Điều 18 only asked the parties to pick suitable contract terms for projects that combine infrastructure with R&D. The new text lists four topics the contract must address:

ownership, use and exploitation rights over research results, data, software, models, algorithms, designs, know-how and IP created by the project, plus duties on data security, technology transfer, training, operation, maintenance and upgrades;
how public assets used to develop, test or run strategic-technology products are managed, shared, leased or transferred, including data and shared infrastructure. This must comply with data, public-asset, cybersecurity, state-secret and IP law;
how data, software, models and shared infrastructure created by the project are managed and exploited;
who hands over, maintains, updates, secures and disposes of those assets and data when the contract ends.

3. Pricing access to state data. Điều 7 k3 điểm c used to let the data-managing agency charge a commercial partner a “reasonable” fee for data access, lower than the official fee or data price. The new wording drops the “lower than” ceiling. The data-owning agency (cơ quan chủ quản dữ liệu) may agree a cost in line with the law on fees and charges. If no data fee schedule exists yet, the agency sets the cost using the principles of that law. If an official schedule appears after signing, the parties adjust the price for the remaining term, and nothing is clawed back or refunded for the period already performed. Free access for non-profit projects (điểm b) stays.

4. R&D money no longer counts toward the state-capital cap. Tech PPPs may already receive state capital up to 70% of total investment (Điều 17 k1). The amended khoản 2 says state funding for commissioned or sponsored science-and-technology tasks is not counted in that 70%, and must be accounted for separately from state capital in the project.

5. Smaller fixes. The scope clause now reads “cooperation in science, technology, innovation and digital transformation activities” instead of “to invest in research…”. Technical, design and cybersecurity requirements now follow “the law on digital transformation and cybersecurity” instead of “the law on information technology”. That matches the Luật Chuyển đổi số 148/2025/QH15, which replaced the IT Law from 1 July 2026. Feasibility reports for R&D projects must split the work into two phases, the S&T task and its commercialisation. Public service units get a 7-working-day deadline for approving schemes to use public assets in joint ventures.

The e-bidding timetable for all PPP projects (Nghị định 243/2025)

The original Điều 36 of Nghị định 243/2025 said that from 1 January 2027 investor selection for PPP projects using domestic open bidding would run online on the Hệ thống mạng đấu thầu quốc gia (national e-procurement system). Internationally tendered projects were excluded. The new Điều 36 splits that into two steps:

From 1 January 2027: only the investor’s project proposal (văn bản đề xuất dự án) is filed on the national system. Until then it goes in person or by post to the provincial public-administration service centre or a ministry’s one-stop desk.
From 1 September 2027: full online selection (e-invitation, E-HSMT clarification, E-HSDT submission, opening and evaluation, publication of results, and complaints) for PPP projects using open bidding. The word “domestic” is gone, so international open tenders appear to be included too.
Competitive negotiation, direct appointment and special-case selection stay offline, but must still be published on the system.

So full online selection starts eight months later than first planned, but may cover more tenders when it does. The decree also creates a national investor database on the system: legal status, financial capacity, history of suspended or terminated investments in the province, PPP violations, and contract performance (delays, breaches, terminations and the reasons). Investors must register before results are published and keep their own data accurate. Departments of Finance and contracting agencies post the rest.

Who is affected

Technology investors and startups proposing data centres, shared digital platforms, AI compute, R&D labs or training infrastructure with ministries, provinces, universities or research institutes.
State data owners that plan to license datasets for commercial use. They now need a fee basis grounded in the fees law instead of a discount.
Every PPP bidder, who should plan for e-filing proposals from 1/1/2027 and fully electronic open tenders from 1/9/2027.
Projects already in the pipeline. Under Điều 49, those that are approved but not yet tendered may be re-adjusted under the new rules. Signed contracts continue on their own terms.

Practical implications

Lawyers drafting technology PPPs now have a statutory checklist for IP, data and model ownership, and for exit handover. Expect government counterparties to insist on these clauses. The hybrid-contract clause makes “PPP plus R&D commissioning plus data-sharing agreement” structures easier to defend in an audit. For data licensing, the removal of the below-fee ceiling could raise prices, while the no-clawback rule protects both sides if an official fee schedule appears mid-contract.

Open questions

No data fee schedule yet. The decree assumes data fees will eventually be set under the fees law. Until then, each agency prices data “by principle”, which may produce very different prices from one agency to the next.
International tenders online? Removing “domestic” from Điều 36 suggests they are included from 1/9/2027, but the decree does not say so outright. Implementing guidance on the e-procurement system will settle it.
Investor-database quality. Contracting agencies post performance data, including breaches and terminations. How investors can correct or dispute that data is not specified beyond the general procedure for contractors.

Sources

This post is general information, not legal advice.