ข้อตกลงการไม่เปิดเผยข้อมูลและคำแนะนำ (ประเทศไทย, สองภาษา อังกฤษ-ไทย)
Before you show a business plan, a customer list, a formula or source code to a buyer, an investor, a supplier or a developer, have them sign an NDA. Thailand has no special NDA law: the agreement is a contract under the Civil and Commercial Code, and it also helps you prove a trade secret under the Trade Secrets Act B.E. 2545, because it shows that you took steps to keep the information secret. This pack gives you two documents: the agreement itself, written to protect the party who discloses, and plain instructions to complete it, sign it and use it correctly.
1. The Non-Disclosure Agreement
Word file to fill in on your computer and PDF to fill in by hand, 13 pages, English and Thai clause by clause, with initials boxes on every page, a signature page for both parties (person or company, with director and seal lines) and two witnesses, and two schedules.
- One way or mutual disclosure, chosen with a tick box
- Wide definition of Confidential Information, with the usual exclusions and the burden of proof on the receiver
- Use for the stated purpose only, need to know, duty of care, no copying, no reverse engineering, no entry into public AI tools
- Duty to report a leak, and disclosure required by a court or an authority with prior notice
- Personal data under the Personal Data Protection Act B.E. 2562
- Return or destruction on request, with written confirmation
- No licence or transfer of intellectual property, no obligation to conclude a deal
- Term, and secrecy that continues for 2, 3 or 5 years or without limit; trade secrets protected for as long as they stay secret
- Optional non-solicitation of staff and clients
- Remedies: court order, damages, and an optional agreed penalty
- Thai law, Thai courts or arbitration at the Thai Arbitration Institute, Thai text prevailing before Thai courts
- Notices, entire agreement, counterparts and electronic signature
- Schedule 1: record of disclosures. Schedule 2: confirmation of return or destruction
2. คำแนะนำ
PDF, 12 pages, complete English text then complete Thai text, so that both parties read the same thing.
- What an NDA can and cannot do in Thailand
- The Trade Secrets Act B.E. 2545: what counts as a trade secret, why marking documents and limiting access matter, civil and criminal remedies
- The agreed penalty, and why a Thai court may reduce one it finds disproportionate (section 383 of the Civil and Commercial Code)
- The choices to make and how to fill in each clause
- Signing: initials, witnesses, company directors and seal, electronic signature or pen and paper
- Stamp duty and registration (none for an NDA)
- Employees: an NDA is fine, a non-compete is a different matter
- When the other party is outside Thailand: courts, arbitration and enforcement
- Practical tips, common mistakes and a checklist
สำหรับใคร
Business owners, founders, investors, freelancers and companies in Thailand, Thai or foreign, who must share confidential information with a potential buyer, partner, supplier, contractor or developer. It is not a non-compete for employees: for staff, see our ชุดเอกสารการจ้างงาน.
เป็นเทมเพลต ไม่ใช่คำแนะนำทางกฎหมาย
We are a Thai law firm and we do not advise on foreign law. This pack is a template with general instructions. If you need legal advice or a personalised agreement, our lawyers can prepare it: ask us for a quote at info@thailawonline.com. A consultation is 2,000 THB per hour: Talk to a Thai lawyer online.
คู่มือที่เกี่ยวข้อง: NDA agreements in Thailand, Enforcing foreign judgments and awards in Thailand, กฎหมายแรงงานไทย, Setting up a business in Thailand.
