NDA in Japan: Template, Key Clauses and Local Law (2026)

What an NDA in Japan is A non-disclosure agreement in Japan, often called a himitsu hoji keiyaku, is a contract in which one or both parties promise to keep shared information secret and to use it only for an agreed purpose. It can be one way or mutual. In Japan an NDA works on two levels at once. It is a binding contract under the Civil Code, and it supports protection of trade secrets under the Unfair Competition Prevention Act. Getting both levels working is what makes confidential information defensible. This page is general information, not legal advice. For a deal that matters, have a Japanese lawyer confirm the drafting and the current statute. ## What local law requires Contract plus statute. As a contract, an NDA is enforced on its terms, so clear parties, a defined scope and sensible remedies matter. On top of that, the Unfair Competition Prevention Act gives special protection to information that qualifies as a trade secret, including the right to seek an injunction, which ordinary contract and tort claims do not always provide. The three-part trade secret test. To count as a protected trade secret under the Act, information must meet three conditions. It must be useful for business, such as a manufacturing or sales method. It must be kept secret, meaning the holder manages it as confidential. And it must not be publicly known. The secrecy requirement is the one companies most often fail. Courts look at whether access was actually restricted, for example by passwords, limited distribution or locked storage, and whether the information was marked or otherwise made recognizable as confidential. A well-drafted NDA, together with real access controls, is strong evidence that the secrecy requirement is met. Remedies. The Act allows injunctions to stop continued use or disclosure, as well as damages. Serious misappropriation can also carry criminal penalties. These remedies apply where the information qualifies as a trade secret and the required management was in place, which is another reason the NDA and the handling practices have to line up. Drafting discipline. Overly broad or vague definitions of confidential information can cause enforcement difficulties. A tight definition, a clear purpose and a realistic term are easier to uphold. It is safest to prepare the NDA in Japanese where it will be enforced in Japan. ## A simple mutual NDA structure you can adapt ```

NON-DISCLOSURE AGREEMENT (Himitsu Hoji Keiyakusho) Between [Party A, address] and [Party B, address] 1. PURPOSE The parties will share information to [describe the purpose]. 2. CONFIDENTIAL INFORMATION Non-public information disclosed in any form and marked or reasonably understood as confidential, including trade secrets as protected by the Unfair Competition Prevention Act. 3. OBLIGATIONS Each party keeps the other's confidential information secret, uses it only for the Purpose, limits access to people who need it and are bound by confidentiality, and applies reasonable security measures such as access control and marking. 4. EXCLUSIONS Public, already known, independently developed, or lawfully received information is not confidential. 5. TERM During the relationship and for [number] years after, and for trade secrets, for as long as they remain secret. 6. RETURN OR DESTRUCTION On request, each party returns or destroys the other's information. 7. REMEDIES AND LAW The parties may seek injunctions and damages, including under the Unfair Competition Prevention Act. Governed by Japanese law. Date: [date] Party A ______________ Party B ______________

- Signing the NDA but never applying access controls, so the information fails the secrecy test under the Act.
- Using the NDA to impose a wide restraint that is really a non-compete, rather than a confidentiality duty.
- No governing law or forum.
- An English-only NDA meant to be enforced in Japan. A Japanese version is safer. ## A short checklist before you sign - Define a narrow purpose and confine use of the information to it.
- Keep the definition of confidential information tight, and tie it to the Unfair Competition Prevention Act's trade-secret concept.
- Commit to access controls and marking, and then apply them, because the Act protects only information actually managed as secret.
- Set a clear term for ordinary information, with trade-secret protection running while it stays secret.
- Provide for injunctions as well as damages, including under the Act.
- Keep the NDA a confidentiality duty, not a disguised non-compete.
- Prepare a Japanese version where the NDA will be enforced in Japan, and have a local lawyer confirm the drafting for a significant deal. ## Where this sits with your other contracts An NDA is usually signed early and then forgotten until something goes wrong. By then the questions are practical: which version did we sign, what was the purpose, when does it expire, and did we actually manage the information as the Act requires. Keeping the NDA findable and current, and the handling consistent with it, is the real work. That is the same problem across every contract a company signs, in each country it operates in. Drafting from a reliable structure, catching a definition that is too broad or a clause that will not hold locally, editing a term in plain language, and holding every version with its date can live in one AI workspace tuned to how your company contracts. [Adira](https://adiralaw.com) is built around that single workspace idea. It is deepest in Indian corporate law today, and Japan-specific depth is on its roadmap rather than a finished feature, so a Japanese NDA still needs the law above and local advice. The idea to keep is that contracts are easier to trust when drafting, review, editing and version history live in one place.