What should a Non-Disclosure Agreement include under Thai law?

1. Definitions and Interpretation
2. Purpose and Disclosure Period
3. Confidentiality Obligations
4. Exceptions
5. Disclosure Required by Law
6. Security, AI Tools and Incidents
7. Personal Data
8. Return and Destruction
9. Ownership, No Licence and No Warranty
10. Non-Solicitation
11. Term and Survival
12. Remedies
13. Notices
14. Governing Law and Disputes
15. General

• No stamp duty is payable on this Agreement. A non-disclosure agreement is not one of the instruments listed in the Stamp Duty Schedule of the Thai Revenue Code.
• If someone signs for a Party under a power of attorney made in Thailand, the power of attorney carries stamp duty of 10 THB for a single act or 30 THB for more than one act.

• Sign first, then disclose. Information sent before signing is covered only if it was disclosed for the same Purpose (Clause 1.1), and it is harder to prove.
• Mark important documents, files and samples "Confidential". Clause 1.1 also protects unmarked information that is obviously confidential, but a marking removes the argument.
• Keep a simple log of what you sent, to whom, when and how (email, data room, USB, meeting). If a leak happens, you must show that the leaked information came from you.
• Send only what the other side needs for the Purpose. An NDA helps you claim damages after a leak; it cannot pull the information back.

• The Receiving Party may use AI tools only if the provider is bound not to train on the input and to keep it confidential (Clause 6.2). Free or consumer versions of chatbots often allow training on what users type. Ask the other side which tools its staff use.- The Receiving Party may not put your information into any AI tool without your written consent (Clause 6.2). If it asks, you can consent by email and name the tools you accept.
• Anything an AI tool produces from your information is also your Confidential Information (Clause 6.2).

• Each Party is a separate data controller for the contact details it receives (Clause 7.1).
• You ticked that the information will include personal data. Disclose only what the Purpose needs, and anonymise it where you can (Clause 7.2). The Personal Data Protection Act B.E. 2562 (2019) requires a lawful basis for the disclosure and restricts transfers outside Thailand (sections 28–29). If the other side will actually process the data for you, sign a data processing agreement first (section 40 and Clause 7.3).- If you later need to share customer or employee data, do not rely on this Agreement alone. Add personal data terms, or sign a data processing agreement if the other side will process the data for you (Personal Data Protection Act section 40).

• The Trade Secrets Act B.E. 2545 (2002) protects business information that is not generally known, has commercial value because it is secret, and that the owner takes appropriate steps to keep secret (section 3). Signing NDAs, marking documents and limiting access are the kind of steps a court looks for.
• A court may order a person to stop using or disclosing a trade secret, including before a full trial (section 8). A claim for breach of trade secret must be brought within 3 years after the owner knew of the breach and the person responsible, and no later than 10 years after the breach (section 10).
• Some disclosures of secrets learned through a profession or official duty are also criminal offences under Thai law. The Agreement cannot stop anyone from reporting to the authorities or giving evidence (Clause 5.2).

• Send a written notice at once, describing the breach and requiring the other side to stop and to return or destroy the information (Clause 8 and Clause 12.2). The Receiving Party must tell you within 48 hours when it discovers a leak (Clause 6.3).
• Collect evidence: the leaked material, where it appeared, and your log of what you disclosed.
• The fixed amount in Clause 12.3 is a penalty under Thai law. You may claim it without proving your exact loss, and claim more if you can prove a larger loss (Civil and Commercial Code section 380). A court may reduce it if it is disproportionately high (section 383).
• If the other side is abroad, a Thai judgment may be hard to enforce in its country. An injunction in the country where the information is being used is often the fastest remedy — Clause 14.4 allows it whatever forum you chose.

• A company should sign through the director or directors authorised in its latest company affidavit or, for a foreign company, the equivalent document from its home country, and affix the company seal if its rules require one.
• Clause 15.7 allows electronic signatures and signed PDF copies. Keep the final signed file unchanged, together with your disclosure log.

• A Thai court works in Thai. A Party that relies on this Agreement, or on English emails and documents, must file a Thai translation certified as accurate. Budget for this cost.
• You chose arbitration. Thailand is a party to the New York Convention of 1958, so an award made in Bangkok can be enforced in most countries where the other side has assets. An award still needs a Thai translation to be enforced through a Thai court.

Compiled from the notes that accompany the English contract templates on this site, published by Phuwara Krobtaku (ภูวรา ครอบตะคุ), Thai attorney-at-law, licence no. 477/2558. The short answer and summary at the top of this page are put together by the site from the template's clause headings and notes. Statutes are quoted only in the official Thai text: Thai is the only official language of Thai legislation, and an unofficial translation can mislead. Article registry OKC-BAB75D. If you reuse this content, please credit the author and link to the original.