Download Thai-English Non-Disclosure Agreement (NDA)
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Thai-English Non-Disclosure Agreement (NDA) – Protect Your Business Information
A bilingual Non-Disclosure Agreement (NDA) in Thai and English, designed to safeguard confidential business information. Perfect for use with partners, employees, or third parties in Thailand. Professionally drafted by a legal team, free to download, and instantly usable in editable Word format.
A Non-Disclosure Agreement (NDA) – also known in Thai as “สัญญารักษาความลับ” – is a legal agreement intended to protect confidential information from unauthorized disclosure. This type of contract is crucial in business contexts, including partnerships, employment, technology development, and other situations involving sensitive internal information that must not be shared with third parties.
📚 Legal Basis of NDAs in Thailand
While Thailand does not have a dedicated law for NDAs like some countries, a Non-Disclosure Agreement is recognized as a legally enforceable contract under the Civil and Commercial Code. Parties are free to agree on contract terms, as long as the agreement does not violate the law or public morals.
Relevant Legal Provisions:
Sections 364–394: General principles of contracts, including consent, conditions, and enforceability
Section 420: If confidential information is disclosed without permission, the injured party may sue for damages
🔐 Trade Secrets: Specific Legal Protections
NDAs are also supported by the Trade Secrets Act B.E. 2545 (2002), which protects information that:
Is not publicly known
Has economic value
Is subject to reasonable protective measures by the owner
Unauthorized disclosure, theft, or misuse of such information is considered a violation, and both civil and criminal proceedings may apply.
⚖️ Unauthorized Disclosure as a Criminal Offense
Certain types of confidential disclosures may fall under criminal offenses in the Thai Penal Code (Sections 322–325), covering:
Professional secrecy
Information obtained through one’s official role or position
🛡️ When NDAs Involve Personal Data: PDPA Compliance
If the confidential information includes personal data (e.g., employee or customer data), the NDA must also comply with Thailand’s Personal Data Protection Act (PDPA) B.E. 2562 (2019). Key requirements include:
A legal basis for data use (such as consent)
Appointment of a Data Protection Officer (DPO) (if required)
Ensuring data security and reporting breaches within 72 hours
A clearly stated Privacy Policy
📝 Best Practices for Drafting a Legally Valid NDA
Use bilingual format (Thai-English) and clearly state that both versions are equally valid
Define “Confidential Information” comprehensively
Specify the purpose and restrictions on disclosure
Clearly state the duration of confidentiality obligations
Include a jurisdiction clause stating that Thai law and Thai courts govern the agreement
If personal data is involved, include PDPA-specific clauses
🏛️ Relevant Government Authorities
| Agency | Responsibility |
|---|---|
| Department of Intellectual Property (DIP) | Provides guidance on trade secrets |
| Personal Data Protection Committee (PDPC) | Oversees PDPA compliance |
| Office of the Council of State | General legal interpretations |
🔒 Summary
An NDA in Thailand is a powerful legal tool if properly drafted in accordance with the Civil and Commercial Code, Trade Secrets Act, and PDPA.
If you need a bilingual Thai–English NDA template, editable in Word and ready to use immediately, you can download it from our website.
🔐 FAQ: Non-Disclosure Agreements (NDAs) in Thailand
Is an NDA legally enforceable in Thailand?
Yes, it is enforceable under Thai law as a type of contract governed by the Civil and Commercial Code, particularly Sections 364–394. If the NDA is fair, clear, and not contrary to the law or public morals, it is valid. In case of a breach, damages can be claimed under Section 420.
Is it necessary to use a bilingual NDA (Thai-English)?
It is strongly recommended to use a bilingual format to avoid ambiguity, and clearly state that both versions have equal legal effect. This enhances the credibility and enforceability of the agreement in Thai courts.
What types of information can an NDA protect?
Confidential business information such as trade secrets, unregistered intellectual property, client lists, and financial data. If the data qualifies under the Trade Secrets Act, it receives full legal protection.
When should an NDA be signed?
- Before entering a business relationship
- Before starting a project or partnership
- During merger/acquisition negotiations
- After employee resignation to protect long-term confidentiality
What is the difference between an NDA and a Confidentiality Agreement (CA)?
They are generally used interchangeably. However, a CA may have broader terms that also regulate the handling and access of information, while an NDA mainly focuses on prohibiting disclosure. The drafter should define the scope clearly.
What if the confidential information includes personal data?
You must comply with the Personal Data Protection Act (PDPA):
- Have a valid legal basis (e.g., consent)
- Appoint a Data Protection Officer (DPO) if handling sensitive data
- Implement security measures and report breaches within 72 hours
What are the penalties for violating an NDA?
The injured party can file a civil lawsuit for damages under Section 420. If the violation involves trade secrets or professional confidentiality, criminal charges may apply under Sections 322–325 of the Penal Code.
How long is an NDA valid?
The protection period should be clearly stated in the contract—commonly 2–5 years after employment ends. If not specified, the court may interpret it based on reasonableness.
How should jurisdiction and dispute resolution be handled?
Clearly state that Thai law applies, and choose Thai courts or domestic arbitration to avoid international legal conflicts and to ensure quicker resolution.
Should an NDA be used alone or alongside other legal tools?
It is advisable to use it in combination with:
- Non-compete clauses
- Intellectual property registration
- PDPA-compliant data policies
This strengthens the overall legal protection.
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