Yes. A FM event is defined under article 156.1 of Vietnam Civil Code as an event which objectively cannot be foreseen and cannot be remedied although all permissible and necessary measures have been applied.

Yes. Parties are free to include FM provisions in their commercial contracts that enumerate more specifically the kinds of FM events that would excuse performance under their agreement.

Under Vietnam's Commercial Law, the party wishing to invoke a FM event must:

• immediately notify the other party in writing of the FM event and of the possible consequences; and
• promptly notify the other party when the FM event terminates.

The affected party should also collect all available evidence to support their claim that the FM event directly caused the failure of performance.

Depends on the wording of the FM clause.

Depends on the terms of the contract. Common types of relief include:

• Suspension of contractual obligations;
• exclusion from certain liability for non-performance or delay;
• termination of contract;
• extension of deadlines/target dates;
• renegotiation of the terms of the contract;
• imposition of remediation and/or certain contract governance measures; and
• exemption from compensation.

"Material adverse change" clauses:

• Article 420 of Vietnam's Civil Code regulates "performance of contract in the event of a basic change of circumstances".
• The affected party may re-negotiate contract terms with the other party within a reasonable timeline if there is a basic change in the circumstance after contract execution.
• If re-negotiation is not possible, either party may request the court to
  1. terminate the contract at a specific time; or
  2. amend the contract.