A preliminary agreement, such as a memorandum of understanding (MOU) or a letter of intent (LOI), is not a prerequisite to a merger or acquisition in Vietnam, but serves as a useful tool for the parties to reach an initial "meeting of the minds." Due to the potentially different business practices between a domestic Vietnamese enterprise and a potential foreign investor, an MOU or LOI is a means for the parties to flesh out their intentions and assumptions at an early stage.

• Exclusivity: It is common to include exclusivity provisions in a term sheet.
• Break fee: It depends on the parties' negotiations, but is not common.
• Confidentiality: It is common to include confidentiality provisions in a term sheet.

Normally, a term sheet includes fundamental provisions that will be negotiated and detailed by the parties in transactional documents. As such, separately negotiated agreements in relation to exclusivity, break fee(s) and confidentiality provisions are not necessarily required. Having said that, depending on the parties' intention, exclusivity, break fee(s) and confidentiality provisions can be included in the MOU or LOI at the initial stage of the transaction. In some cases, a non-disclosure agreement (NDA) can be separately signed for confidentiality purposes.

Unless there is a binding agreement between the parties, there is no act-in-good-faith duty or obligation, and there is no provision on recourse or liability under Vietnamese law.