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

The short answer A non-disclosure agreement (NDA) in Taiwan is a contract under the Civil Code, and it works alongside the Trade Secrets Act, which protects trade secrets directly. Under the Act, a trade secret is information that is not known to persons generally involved with that type of information, has economic value because it is secret, and is kept secret by reasonable measures. An NDA is one of those reasonable measures, so a well-drafted NDA both binds the receiving party and helps preserve statutory protection, which can include civil and criminal remedies. ## How confidential information is protected in Taiwan Two layers apply. The NDA is a contract, so breach gives civil remedies under the Civil Code. Separately, the Trade Secrets Act protects trade secrets. The Act defines a trade secret as information (a method, technique, process, formula, programme, design or other information usable in production, sales or operations) that is not generally known to persons involved with that kind of information, has economic value because of its secrecy, and for which the owner has taken reasonable measures to maintain secrecy. Protection lasts as long as secrecy is maintained. The Act provides civil remedies including injunctions and damages, and criminal liability for serious misappropriation, including enhanced penalties for misappropriation intended for use outside Taiwan. ## NDAs and the reasonable-measures test The reasonable-measures requirement is where many trade-secret disputes are decided. A signed NDA is strong evidence that the owner took steps to keep information secret, but practitioners caution that an NDA alone may not be enough. Combine it with practical controls: marking documents confidential, limiting access to those who need it, and internal handling policies. Where disclosure to employees, subcontractors or licensees is unavoidable, confidentiality clauses in the contract or a separate NDA are the central tool for keeping the information protected. ## Where personal data comes in If the shared information includes personal data, the Personal Data Protection Act (PDPA) applies on top of the NDA, with its own rules on collecting, processing and using personal data and its own penalties. An NDA does not displace PDPA duties, so address data-protection compliance separately where personal data is involved. ## Key clauses, with local-law notes Definition of confidential information. Define it clearly; under freedom of contract you can draw it more broadly than the statutory trade-secret definition. Mark and handle material consistently with that definition. Obligations. Require secrecy, use only for the agreed purpose, access limited to those who need it, and reasonable security. These obligations double as evidence of reasonable measures under the Trade Secrets Act. Mutual or one-way. Set the direction of disclosure and match obligations to it. Duration. Set how long obligations last; for genuine trade secrets protection can continue as long as secrecy holds. Permitted disclosures. Allow disclosure required by law or court order, with notice where lawful. Return or destruction. Require return or destruction at the end and allow verification. Remedies and jurisdiction. State remedies and choose Taiwanese law and forum where the information or parties are in Taiwan, so statutory remedies are readily available. ## A simple template outline 1. Parties and effective date

2. Purpose of disclosure
3. Definition of confidential information and exclusions
4. Confidentiality and permitted-use obligations
5. Mutual or one-way designation
6. Personal data and PDPA compliance (if relevant)
7. Duration of obligations
8. Permitted disclosures (legal or regulatory)
9. Return or destruction of materials
10. Remedies for breach
11. Governing law and jurisdiction (Taiwanese) Use a Chinese or bilingual version where a Taiwanese party is involved. ## Common mistakes and red flags - Relying on the NDA alone without practical controls, so reasonable measures are hard to prove.

• A vague definition of confidential information.
• Not marking or restricting access to the information in day-to-day practice.
• Ignoring the PDPA when personal data is shared.
• Choosing a foreign law and forum for information and parties based in Taiwan, making statutory remedies harder to use. ## Remedies and enforcement in practice In Taiwan, a misuse of confidential information can be met on two fronts. Under the NDA, the disclosing party can claim damages for breach and, where provided, injunctive relief. Under the Trade Secrets Act, the owner can seek injunctions and damages, and serious misappropriation can carry criminal liability, with enhanced penalties where the misappropriation is intended for use outside Taiwan. A confidentiality order for investigation lets prosecutors keep trade-secret information protected during a criminal inquiry. The contract and the statute reinforce each other: the NDA makes the duty explicit and easy to prove, while the Act supplies stronger remedies, including against third parties who knew the information was a trade secret. ## Practical steps that strengthen protection Because the Trade Secrets Act turns on reasonable measures, an NDA works best alongside practical controls: mark documents confidential, restrict access to those who need it, keep a record of disclosures, and brief recipients. These steps reduce the chance of a leak and help prove reasonable measures if a dispute arises. Use a Chinese or bilingual version where a Taiwanese party is involved, and keep a signed copy accessible to both sides. ## Keeping it all in one workspace Step back and drafting a contract like this is really several jobs at once: getting the local-law clauses right, keeping your own standard positions consistent, tracking versions as the document is negotiated, and remembering the dates and obligations it creates. When those jobs are spread across a template file, an inbox and someone's memory, things slip, not through carelessness but because the work is scattered. That is the single-workspace idea behind Adira: draft, understand, edit, track and govern a contract in one place, with each clause flagged favourable, neutral or unfavourable to your company and a built-in record of versions and key dates. Adira is India-first today. Support for other jurisdictions, including those in Asia, is on its roadmap rather than at Indian depth now, so for a Taiwanese contract you would still rely on local counsel for the governing-law detail. The point is the direction: a contract you can see end to end, in one place, is easier to get right and to keep right. ## A note on legal advice This article is general information, not legal advice, and English translations of Taiwanese statutes are unofficial, with the local-language text controlling. Employment, data and trade-secret rules change, so confirm the current position and have a qualified Taiwanese lawyer review any contract you intend to sign.