Thai NDA (non-disclosure agreement) — create it online
A non-disclosure agreement (NDA) is an agreement in which the parties agree not to disclose confidential information received from each other to third parties. Thai law imposes no mandatory form for an NDA, but the Trade Secrets Act B.E. 2545 (2002) protects trade secrets that are kept confidential through reasonable measures. Kontrax lets you draft a mutual NDA from a Thai-lawyer-written template and e-sign it online right away.
What Thai law requires
Thai law sets key points on confidentiality protection, liquidated damages, and personal data for NDAs. Here is what both sides must know:
Freedom of contract (Civil and Commercial Code)
Thai law imposes no mandatory form for a non-disclosure agreement — the parties may agree their own terms under the freedom-of-contract principle in the Civil and Commercial Code.
Trade Secrets Act B.E. 2545 (2002)
The Act protects trade secrets whose owner has taken reasonable measures to keep them confidential. Having an NDA in place is key evidence of those reasonable measures, and opens the way to claim damages or seek court protection if the secret is misused.
CCC Sections 379–383
An NDA may fix liquidated damages in advance for a breach, but if the court finds the amount disproportionately high, it has the power to reduce it to a reasonable amount (Section 383).
Personal Data Protection Act B.E. 2562 (2019) (PDPA)
If the confidential information shared includes personal data, the receiving party also has duties under the PDPA in parallel with its obligations under the NDA.
What a Thai NDA must contain
A well-drafted NDA should cover at least the following, completely and clearly:
- A clear definition of what counts as confidential information
- Exceptions — information already public, already known, lawfully received from a third party, or independently developed
- The receiving party's duties to keep the information confidential
- The permitted purpose for using the confidential information
- Duration of the confidentiality obligation
- Return or destruction of information when the agreement ends
- Liquidated damages and compensation for breach
- Governing law of the agreement
Create your NDA online with Kontrax
- Draft from a mutual (two-way) NDA template written by Thai lawyers, covering every clause above
- Both parties e-sign with legal effect under the Electronic Transactions Act B.E. 2544 (2001), with signer identity verification
- Signed documents are sealed with a cryptographic hash so any later tampering is detectable
- A dedicated template variant is available for corporate (juristic) counterparties
- Signed agreements are stored with reminders and management in one system
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Frequently asked questions
What is the difference between a one-way and a mutual NDA?
A one-way NDA only obliges the receiving party to keep information confidential. A mutual (two-way) NDA obliges both parties to protect each other's information. Kontrax's template is mutual by default, protecting both sides equally.
How long should an NDA's confidentiality period last?
The law sets no fixed duration — businesses commonly choose 2–5 years depending on the nature of the information. Separately, trade secrets under the Trade Secrets Act B.E. 2545 (2002) remain protected for as long as they stay confidential.
What can I sue for if the other party breaches the NDA?
You can sue for breach of contract and claim the agreed liquidated damages (though a court may reduce a disproportionate amount under CCC Section 383). If the leaked information was a trade secret, you can also sue for the tort under the Trade Secrets Act B.E. 2545 (2002) to claim further damages or protection.
What counts as a trade secret?
Under the Trade Secrets Act B.E. 2545 (2002), a trade secret is commercial information that is not generally known, has commercial value because it is secret, and whose owner has taken reasonable measures to keep it confidential.
Can an NDA be e-signed online?
Yes. Thailand's Electronic Transactions Act B.E. 2544 (2001) recognises electronic data as written evidence (Section 8), gives electronic signatures legal effect (Section 9), and bars courts from rejecting electronic evidence merely for being electronic (Section 11).
Other contract types
This page provides general information only and is not legal advice for any specific case. Consult a qualified lawyer about your situation.