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

How Vietnam treats an NDA A non-disclosure agreement (NDA) is a contract in which one or both parties promise to keep information secret and use it only for an agreed purpose. Vietnam has no single NDA statute, so an NDA is enforced as a contract under the Civil Code 2015, supported by two other sources. In the employment context, the Labour Code 2019 (Article 21) expressly lets an employer and employee agree in writing to protect the employer's business and technology secrets, including the content, duration, and the compensation for breach. Separately, the Law on Intellectual Property protects business secrets that are not generally known, have commercial value because they are secret, and are kept confidential by their owner. Together these give an NDA a solid footing, provided it is drafted with care. ## Commercial NDA or employment NDA Distinguish two settings. A commercial NDA between companies (for a deal, a supply relationship, or a pitch) rests on the Civil Code and the IP Law and follows the usual international pattern. An employment NDA between an employer and a worker rests on Article 21 of the Labour Code, which specifically recognises agreements to protect business and technology secrets and expects them to spell out the protected information, the duration, and the consequences of breach. Draft the right instrument for the relationship. ## The clauses that matter Definition of confidential information. Define the protected information specifically, by category and example, and exclude information that is public, independently developed, or lawfully obtained elsewhere. A precise definition is what makes the obligation enforceable. Purpose and permitted use. State the single purpose and prohibit all other use. Obligations. Require reasonable protective measures, limited internal access on a need-to-know basis, and no copying or onward disclosure beyond the purpose. Duration. Set how long the duty lasts. Ordinary commercial information is often protected for a fixed period such as two to five years; genuine business secrets can be protected for as long as they stay secret. Compensation and remedies for breach. For an employment NDA under Article 21, the law contemplates that the agreement sets out the compensation for a breach, so record it clearly. For a commercial NDA, provide for damages and the right to seek an injunction. Return or destruction. Require return or destruction of the information and confirmation at the end. Governing law and forum. For parties and information connected to Vietnam, choosing Vietnamese law and a Vietnamese court or recognised arbitration forum keeps enforcement direct. ## A note on non-compete clauses NDAs are often paired with non-compete clauses, but the two are different and treated differently. A confidentiality obligation protecting genuine secrets is on firm ground. A non-compete that stops a former employee working for a competitor is not expressly banned but sits in a grey area: Vietnamese commentary and practice treat it as enforceable only where it protects a legitimate interest and its scope, duration, and geography are reasonable, and it can run into the constitutional and labour-law right to work. Keep confidentiality and non-compete in separate clauses, and do not rely on a broad non-compete to do the work of a well-drafted NDA. ## Sample wording > Confidential Information means all non-public information disclosed by the Disclosing Party, in any form, that is identified as confidential or that a reasonable person would understand to be confidential, including business plans, pricing, technical data, and know-how. It excludes information that is or becomes public without breach, was lawfully known 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 reasonable measures, shall limit access to personnel who need it and are bound by equivalent confidentiality obligations, and shall not disclose it to any third party without prior written consent. > This obligation continues for [number] years from disclosure, and for information qualifying as a business secret, for as long as it remains secret under the Law on Intellectual Property. Adapt these to your situation and confirm the current law; they are a starting point, not legal advice. ## Red flags to avoid Watch for an overbroad definition that sweeps in public information, which weakens enforceability. Watch for an employment NDA that omits the compensation for breach that Article 21 expects. Watch for a confidentiality clause that is really a disguised, unreasonably wide non-compete, which a court may decline to enforce. And watch for an English-only document where local enforcement is likely, which invites a translation dispute. ## Practical steps when sharing information An NDA is only as good as the handling around it. Mark genuinely confidential material as confidential so there is no argument later about what was covered. Share on a need-to-know basis and keep a simple record of who received what, which both limits exposure and helps prove a leak if one happens. Keep reasonable technical measures in place, such as access controls, because the Law on Intellectual Property protects a business secret only where the owner has taken reasonable steps to keep it secret, so weak handling can undercut the legal protection as well as the contract. When the relationship ends, actually run the return-or-destruction step and get the confirmation the NDA requires, rather than leaving copies in the other side's systems. ## Keeping confidentiality consistent across contracts Few companies sign a single NDA; they accumulate many, each with its own definition, duration, and carve-outs, plus confidentiality clauses buried inside larger service and employment contracts. The practical risk is losing track of who is bound to what and when each duty ends, so confidentiality becomes inconsistent in practice even when each document is fine on its own. That is the idea behind a single contract workspace. Adira brings drafting, a per-clause risk view, version history, and key-date tracking into one place, tuned to how your company contracts, so a confidentiality obligation is drafted, reviewed, and tracked consistently rather than scattered across files. Adira is India-first today, with other jurisdictions on its roadmap, so Vietnam-specific depth should be treated as developing, and local enforcement points confirmed with Vietnamese counsel. This article is general information, not legal advice. For a specific NDA in Vietnam, confirm the current Labour Code, Civil Code, and IP Law position and your wording with a qualified Vietnamese lawyer.