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

What an NDA is and how Thailand treats it A non-disclosure agreement (NDA), also called a confidentiality agreement, is a contract in which one or both parties promise to keep certain information secret and to use it only for an agreed purpose. Thailand has no single statute that creates the NDA as a named contract. Instead an NDA is a private contract enforced under the general law of obligations in the Thai Civil and Commercial Code, backed by the Trade Secrets Act B.E. 2545 (2002), which gives separate statutory protection to information that is not publicly known, has commercial value because it is secret, and has been kept secret by reasonable measures. In practice this means two layers of protection work together. The NDA is the private promise you can sue on for breach of contract. The Trade Secrets Act is the statutory floor that can protect qualifying secrets even without a contract, and it strengthens an NDA because the same information often qualifies as a trade secret. Thai courts generally uphold an NDA when its terms are clear, fair, reasonable, and not contrary to public order or good morals. Vague or overbroad terms are the main reason an NDA fails, so clarity is the single most important drafting goal. ## One-way or mutual Decide first whether disclosure runs one way or both ways. A one-way (unilateral) NDA protects a single disclosing party, which suits hiring a contractor or pitching to an investor. A mutual (bilateral) NDA protects both sides and fits a joint venture, a partnership discussion, or a supplier relationship where each party shares sensitive information. The clause set is the same; only the defined roles change. ## The clauses that matter Definition of confidential information. This is the clause Thai courts scrutinise most. Define what is covered specifically, by category and example, rather than claiming everything is confidential. Overbroad definitions invite a court to narrow or refuse them. State clearly what is excluded: information already public, independently developed, already known to the recipient, or received lawfully from a third party. Purpose and permitted use. State the single purpose for which the information may be used and prohibit every other use. This converts misuse into a clear breach. Obligations of the recipient. Require the recipient to protect the information with at least reasonable care, to limit access to people who need it and are themselves bound by confidentiality, and not to copy or reverse engineer beyond the stated purpose. Duration. Set how long the duty lasts. A fixed period such as three or five years is common for ordinary commercial information, while genuine trade secrets can be protected for as long as they stay secret. Match the period to the real sensitivity of the information. Return or destruction. On request or at the end, the recipient returns or destroys the information and confirms it in writing. Remedies. Record that breach may cause harm that money alone cannot repair, and that the disclosing party may seek an injunction in addition to damages. Governing law and jurisdiction. For information and parties connected to Thailand, choosing Thai law and the Thai courts avoids arguments about which law applies and makes enforcement more direct. ## Sample wording > Confidential Information means all non-public information disclosed by the Disclosing Party to the Receiving Party, whether oral, written, or electronic, that is marked or identified as confidential or that a reasonable person would understand to be confidential, including business plans, pricing, customer lists, technical data, and know-how. It does not include information that is or becomes public without breach of this Agreement, was lawfully known to the Receiving Party before disclosure, or is independently developed without use of the Confidential Information. > The Receiving Party shall use the Confidential Information solely for the Purpose, shall protect it with no less than reasonable care, shall disclose it only to personnel who need it for the Purpose and are bound by confidentiality obligations no less protective than these, and shall not disclose it to any third party without the prior written consent of the Disclosing Party. > This obligation shall continue for a period of five (5) years from the date of disclosure, except that information qualifying as a trade secret shall remain protected for as long as it remains a trade secret under the law. Adapt the figures to your deal; these are a starting point, not legal advice. ## Language and signing An NDA written only in English can be valid and enforceable in Thailand, but if a dispute reaches a Thai court the proceedings run in Thai and the document will be translated. A bilingual Thai and English agreement, with a clause stating which version prevails, reduces the risk of a translation dispute over a key term. Signature by an authorised representative of each company is enough to bind it; there is no general requirement to notarise an ordinary commercial NDA. ## Remedies and enforcement Breach of an NDA can support a claim for damages for the loss actually caused, and a court may grant an injunction to stop further disclosure or use. Where the information also qualifies as a trade secret under the 2002 Act, the owner has additional statutory remedies, including civil relief and, in defined cases, criminal sanctions for dishonest disclosure. Because proving the amount of loss from a leak is hard, a well drafted NDA focuses on prevention: a tight definition, a clear purpose, and a right to an injunction. ## Red flags to avoid Watch for a definition so broad it sweeps in public information, which a court may refuse to enforce. Watch for an indefinite duty on ordinary commercial information, which can look unreasonable. Watch for a missing carve-out for disclosure required by law or a court order, which every recipient needs. And watch for silence on return or destruction, which leaves copies of your information in the other side's hands with no clear obligation to deal with them. ## Keeping confidentiality consistent across every contract Most companies do not sign one NDA; they sign dozens, each with its own definition, duration, and carve-outs, scattered across inboxes and drives. The practical risk is not usually a single badly drafted NDA but losing track of them: not knowing which supplier is under what obligation, when a duty expires, or whether the confidentiality clause in a services contract matches the standalone NDA signed months earlier. Confidentiality is only as strong as your ability to find and apply it consistently. That is the idea behind a single contract workspace. Adira is built so that drafting, the per-clause risk view, version history, and key-date tracking live in one place, tuned to how your company contracts, so a confidentiality obligation is drafted, reviewed, and tracked without living in five disconnected tools. Adira is India-first today, with other jurisdictions on its roadmap, so Thailand-specific depth should be treated as developing rather than complete, and local execution formalities confirmed with Thai counsel. This article is general information, not legal advice. For a specific NDA in Thailand, confirm the current law and your wording with a qualified Thai lawyer.