National Legal Specialist for Emission Reductions Purchase Agreement (ERPA)

Job Posting Organization:
The Food and Agriculture Organization (FAO) is a specialized agency of the United Nations that leads international efforts to defeat hunger and improve nutrition and security" style="border-bottom: 1px dotted #007bff !important;">security" style="border-bottom: 1px dotted #007bff !important;">food security. Established in 1945, FAO has over 194 member countries and works in more than 130 countries worldwide. The organization aims to achieve food security for all and ensure that people have regular access to enough high-quality food to lead active, healthy lives. FAO's mission is to help eliminate hunger, food insecurity, and malnutrition, make agriculture, forestry, and fisheries more productive and sustainable, reduce rural poverty, and enable inclusive and efficient agricultural and food systems. The organization also works to ensure that the livelihoods of rural populations are improved and that the natural resources on which food security depends are sustainably managed.

Job Overview:
The National Legal Specialist for Emission Reductions Purchase Agreement (ERPA) will play a crucial role in supporting the Government of Vietnam in the negotiation and execution of an ERPA with Emergent Forest Finance Accelerator. This position requires a legal expert with a strong background in international legal practice, particularly in commercial contracts and carbon transactions. The specialist will conduct a comprehensive review of the draft ERPA, ensuring that it aligns with both national interests and international legal standards. The role involves analyzing legal provisions, assessing risks, and providing technical support throughout the negotiation process. The specialist will work closely with various stakeholders, including the Ministry of Agriculture and Environment, VNFOREST, and FAO, to ensure that Vietnam's interests are adequately protected during the negotiations. The position demands a high level of expertise in legal frameworks governing carbon transactions and forestry-sector emission reductions, as well as the ability to provide legal advice and support to government counterparts.

Duties and Responsibilities:

• Conduct a comprehensive legal review of the draft ERPA and all associated annexes, focusing on 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.
• 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 drafts for contractual provisions as appropriate, and 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.
• Support the collection, review, and organization of legal information relevant to the ERPA and prepare background materials, legal summaries, and supporting documentation for VNFOREST's consideration.
• Provide written legal opinions and recommendations when requested, ensuring that all activities are conducted under FAO oversight and in compliance with applicable legal frameworks.

Required Qualifications:

• Bachelor’s degree in law, particularly in International commercial law, International arbitration, Environmental or climate law.
• A minimum of 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.
• Strong knowledge of relevant Vietnamese legislation, including Civil law, Commercial law, Investment law, Forestry law, and Public finance and budgetary regulations.
• Demonstrated experience participating in international negotiations and working directly with foreign counterparties and legal counsel.
• Strong analytical, advocacy, negotiation, and persuasion skills.

Educational Background:
The position requires a Bachelor’s degree in law, with a focus on International commercial law, International arbitration, or Environmental or climate law. An advanced degree (master’s or PhD) in Law is highly desirable, as is a valid license to practice law, including a valid practicing certificate or bar association membership in Vietnam, or a valid professional legal qualification in another jurisdiction.

Experience:
Candidates should have a minimum of 8 years of relevant experience in legal analysis, legal research, and review of international commercial agreements, contracts, and legal frameworks. Experience with agreements governed by foreign laws, particularly New York law and/or English law, is essential. Additionally, candidates should have demonstrated experience participating in international negotiations and working directly with foreign counterparties and legal counsel.

Languages:
The mandatory language for this position is Vietnamese, as the candidate must be a national of Vietnam or a resident with a valid work permit. A working knowledge of English is also required, particularly for legal discussions and negotiations. Excellent legal English skills are essential for preparing contractual language and engaging professionally with international lawyers and representatives without interpretation support.

Additional Notes:
This position is expected to be full-time and may involve both online and in-person meetings according to the Buyer’s time zones and negotiation schedule. The specialist will not represent FAO in negotiations, policy discussions, donor coordination, or official communications with government counterparts. The role is critical in ensuring that the interests of the Seller are protected and that the ERPA is aligned with both domestic and international legal requirements.