NDA in Thailand: Template, Key Clauses and E-Signing

A workable Thai NDA is not just a generic template translated from English. It needs to state clearly what it protects, for how long, and what happens on breach. Yet most NDA templates found online are generic, not tailored to Thai law, or they blur trade secrets together with PDPA obligations.

This article explains the clauses an NDA must include, reasonable duration and penalties, the difference between an NDA and PDPA, and how to find a ready-to-sign template.

For businesses that also need to handle personal data, see our PDPA compliance checklist for clinics as well.

TL;DR: A workable NDA (Non-Disclosure Agreement) needs to clearly state at least 4 things: (1) a definition of "confidential information"; (2) the duration of the obligation, since leaving it unstated risks the obligation ending along with a failed negotiation; (3) what happens on breach, including a reasonable penalty, since Thai courts have the power to reduce excessive penalty clauses; and (4) the actual scope of what the NDA protects. Trade secrets under the Trade Secrets Act B.E. 2545 (2002) are not the same thing as personal data under PDPA B.E. 2562 (2019): the two laws protect different things, and most businesses need both, not just one. This article covers all of it, with a ready-to-sign template (this is not legal advice).

Key Takeaways

• The 4 minimum clauses a workable NDA must include
• Why leaving the duration unstated is a risk
• Why an overly harsh penalty clause can backfire on you
• A clear distinction between an NDA and PDPA, and why most businesses need both
• What separates an employee NDA from a vendor/partner NDA
• This article is not specific legal advice

An NDA Must Include At Least These 4 Clauses

An NDA that genuinely protects your business needs a clear definition of confidential information, the duration of the obligation, what happens on breach, and what happens to the information when the relationship ends (return or destruction).

1. Define confidential information. Clearly state what "confidential information" covers under this agreement, for example, production formulas, customer databases, business plans, or system passwords. A definition so broad it covers everything is often hard to interpret when a real dispute arises.

2. Duration of the obligation. If left unstated, it may be interpreted as ending along with a failed negotiation or a terminated relationship, which is rarely what most businesses intend.

3. Consequences of breach. State what happens if either party discloses confidential information, including any pre-agreed penalty or liquidated damages.

4. Return or destruction of information when the relationship ends. State how information received must be returned or destroyed once the contract or the working relationship ends.

How Long Should an NDA Last

There is no fixed statutory duration that applies to every NDA in Thailand. The duration must be stated clearly in the agreement and should match the nature of the information being protected. A trade secret formula used continuously over the long term carries different sensitivity than a one-off short-term project.

Reasonable Penalties, and Why an Overly Harsh Clause Can Backfire

An unreasonable penalty clause doesn't make the other party more afraid to breach it. On the contrary, Thai courts have the power to reduce a penalty deemed excessive relative to the actual damage, so a clause meant to be "tough" ends up not working the way it was intended.

The safer approach is to set a penalty at a reasonable, demonstrable level, rather than an arbitrarily high number with no basis. If a dispute does arise, a penalty that looks reasonable is more likely to actually be enforced than a figure the court may view as an excessive punishment.

NDA Is Not PDPA: Two Different Laws, Two Different Things

An NDA protects confidential business information, such as trade secrets, production processes, or internal customer databases, under the Trade Secrets Act B.E. 2545 (2002). PDPA (the Personal Data Protection Act B.E. 2562 (2019)) protects individuals' personal data. The two laws cover different things, usually need to be used together, and can never substitute for one another.

The point worth flagging especially: an NDA never exempts you from your PDPA obligations. If the information exchanged includes personal data, for example, a customer list with phone numbers, you still need to comply separately with PDPA's consent requirements and data subject rights, whether or not an NDA is already in place.

See our PDPA compliance checklist for clinics to check whether your business is fully compliant.

An Employee NDA and a Vendor NDA Are Not the Same Document

An employee NDA is part of the employment relationship, usually a clause or an addendum to the employment contract. A vendor or partner NDA is a standalone agreement, usually a two-party contract between two independent organizations. The non-compete, intellectual property, and post-relationship duration clauses therefore differ between the two.

For clinics, a staff NDA template (staffConfidentiality) is already available and ready to customize in Jabmue's clinic gallery.

Need an employee NDA? See a sample and the clauses it must include

For general SMEs, a vendor or supplier NDA can also be created directly through Jabmue's document editor.

Is an Electronically Signed NDA Legally Valid?

Yes. An NDA signed with an electronic signature is valid, following the same general contract validity principles as any other contract under the Electronic Transactions Act B.E. 2544 (2001), on the condition that the signing method used is reliable and traceable.

An audit trail and OTP identity verification strengthen the evidentiary weight; they are not a 100% legal guarantee, the same as with any other type of contract.

Read our full guide on the legal validity of electronic signatures

Where to Find an NDA Ready to Sign

Instead of starting from a generic translated template, start from a document built for your exact case: whether that's an employee NDA from the clinic gallery, or a vendor/supplier NDA created directly through Jabmue's document editor.

Jabmue provides document templates and a signing tool; it is not legal counsel. Every NDA should be adapted to your business's specific situation and reviewed by legal counsel before being used in practice.

Create a custom NDA for a vendor or supplier

Frequently Asked Questions

What must a non-disclosure agreement include?

At minimum, 4 things: a clear definition of confidential information, the duration of the obligation, the consequences of breach including penalties, and the return or destruction of information when the relationship ends.

How many years does an NDA last?

There is no fixed statutory duration. It must be stated clearly in the agreement and should match the nature of the information being protected. If left unstated, it may be interpreted as ending along with the relationship or a failed negotiation.

How much is the penalty for breaching an NDA?

The penalty should be set at a reasonable, demonstrable level, since Thai courts have the power to reduce a penalty deemed excessive relative to the actual damage. Consult your legal counsel for the exact figure.

Are NDA and PDPA the same thing?

No. An NDA protects trade secrets under the Trade Secrets Act B.E. 2545 (2002); PDPA protects personal data under the Personal Data Protection Act B.E. 2562 (2019). They're two different laws, and most businesses need to comply with both at the same time.

Is an electronically signed NDA valid?

Yes, under the Electronic Transactions Act B.E. 2544 (2001), the same as with any other contract, on the condition that the signing method is reliable and traceable. An audit trail strengthens the evidentiary weight; it is not a 100% guarantee.

Conclusion

An NDA that genuinely protects your business needs to clearly state the confidential information covered, a reasonable duration, and proportionate consequences for breach, not an arbitrary high figure a court may reduce. And remember: NDA and PDPA are two different things. Most businesses need both, not just one.

Start with a ready-to-use employee NDA in the clinic gallery, or create a custom vendor NDA through the document editor.

Start free: see all NDA templates

This article is general information, not specific legal advice for your situation. Consult legal counsel before using an NDA in practice with your employees or business partners.

Last updated: August 2026. This article is reviewed for legal changes at least once a year.