NDA – WP Legal

A non-disclosure agreement lets you discuss a deal, product or partnership without giving away confidential information. It should be signed before sensitive information is shared, not after. The NDA is usually the first document in a transaction, and a weak one leaves the most valuable information, such as customer lists, pricing, designs and source code, exposed.

Scope: a clear definition of confidential information and its exclusions, such as public information.
Permitted use: the recipient may use the information only for the stated purpose and share it only with those who need to know.
Duration and return: how long the duty lasts and what must be returned or destroyed.
Remedies: realistic damages and injunctive relief. Thai courts may reduce a penalty they consider excessive, so an oversized penalty clause weakens the contract.
Staff and advisers: employees, advisers and affiliates who receive the information are bound, and the recipient answers for their breaches.
Non-solicitation: where relevant, a restriction on approaching the other side’s customers or employees.

Points to consider
An NDA is only as useful as it is enforceable. Choose Thai governing law and a workable dispute forum when the other party or its assets are in Thailand, because a foreign judgment can be slow to enforce. Mark documents as confidential and keep a record of what was disclosed and to whom.

How we help
We draft mutual or one-way NDAs and review those sent by the other side. Where a deal may follow, we align the NDA with the later SPA or joint venture terms, so the obligations fit together. Tell us the parties, the purpose of disclosure and the type of information to protect. We can usually turn a draft quickly, so that the NDA is in place before the first meeting and the discussion is not delayed while the paperwork is sorted out.