Are NDAs legally binding in Thailand? A guide for employers [2025]

If you're looking to hire in Thailand, it's vital to understand how Non-Disclosure Agreements (NDAs) work there. Imagine launching a startup in Bangkok, only to discover that your standard non-disclosure agreement (NDA) doesn't hold up under Thai law. It's a scenario you'd want to avoid.

An NDA is a key tool to protect your business secrets, such as intellectual property, confidential information, or trade secrets. And when you're doing business internationally, making sure your NDA is legally sound is crucial.

To give you a better understanding of how to safeguard your business interests when hiring in Thailand, we'll cover how NDAs work under Thai law, including common questions you may have about NDAs in Thailand.

What is an NDA?

An NDA, or Non-Disclosure Agreement, is a legally binding contract between two or more parties. It is designed to protect sensitive information—like trade secrets, customer lists, or proprietary information—from being disclosed or used without the consent of the disclosing party. In essence, it's a promise of confidentiality.

In Thailand, the concept of an NDA aligns with global standards, but with unique nuances. While the Thai Commercial and Civil Code doesn't explicitly recognize NDAs, Thai courts generally respect their terms if they are fair, reasonable, and don’t conflict with public policy or good morals. However, the lack of specific legislation can make their enforceability tricky.

The challenge lies in carefully crafting an NDA that holds up under Thai law. A misplaced clause or a misunderstood local legal principle can make your NDA less effective—or worse, unenforceable. This is why it's crucial to understand the Thai legal landscape when setting up NDAs for your business in Thailand.

Are NDAs enforceable in Thailand?

The short answer is yes, NDAs can be enforceable in Thailand. However, here are some major caveats and rules to consider:

• Lack of explicit legislation: Unlike some jurisdictions, Thai law does not have explicit legislation dealing with NDAs. However, the principles of contract law under the Thai Civil and Commercial Code apply, and Thai courts generally respect and enforce the terms of NDAs if they are fair and reasonable.

• Unfair contract terms: Any contract term deemed "unfair" may not be enforceable. Thai courts have broad discretion to determine what constitutes an "unfair" contract term.

• Public policy and good morals: Thai courts may refuse to enforce an NDA that contravenes public policy or good morals. This is another area where the courts have broad discretion.

• Language of the agreement: NDAs written solely in English may be enforceable, but it is advisable to have the agreement in both Thai and English to avoid any misunderstandings or disputes over interpretation.

• Jurisdiction and dispute resolution: The choice of jurisdiction and dispute resolution mechanisms can have a significant impact on the enforceability of the NDA.

Remember, the enforceability of an NDA in Thailand largely depends on how well it is crafted to comply with Thai law and norms. It's always advisable to seek legal counsel when drafting or enforcing an NDA in a foreign jurisdiction.

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Three things you need to know about NDAs in Thailand

1. There are different kinds of NDAs in Thailand

Generally, NDAs can take two forms: unilateral or bilateral. Unilateral NDAs involve one party agreeing not to disclose the confidential information of another. Bilateral NDAs, on the other hand, involve two parties who agree not to disclose each other's confidential information. Both types can be used in Thailand, depending on the nature of your business relationship.

2. There are specific rules to make them enforceable

As mentioned earlier, an NDA needs to be fair and reasonable, and not go against public policy or good morals. Also, including both Thai and English versions in the agreement, and clearly defining the choice of jurisdiction and dispute resolution mechanisms, can enhance enforceability.

3. They are not rarely enforceable

NDAs can be enforceable in Thailand if they are well-drafted and adhere to Thai legal principles. However, if an NDA is not feasible or enforceable for some reason, you can consider other methods of protection. These can include:

• Restrictive covenants in employment contracts

• Intellectual property rights protections such as patents, trademarks, and copyrights

It's always advisable to seek professional legal advice to identify the best strategies for your specific situation.

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When would an employee or contractor sign an NDA?

In Thailand, there are several instances when an employee or contractor might sign an NDA:

• Beginning of a business relationship: This sets early confidentiality expectations. Signing an NDA together with an offer letter, before the onboarding process is a common practice.

• Promotion or role change: If a new role involves access to sensitive information, an NDA might be required.

• Start of a new project: NDAs may be necessary when a contractor begins a project that involves proprietary information.

• End of employment or contract: An NDA could protect confidential information after a working relationship ends.

• During mergers and acquisitions: NDAs may be needed when employees or contractors have access to sensitive information during these processes.

• Introduction of new products or services: Those involved in the development or launch might sign an NDA to protect details.

Regardless of the situation, ensuring the NDA aligns with Thai law is crucial for its enforceability.

Frequently asked questions about NDAs in Thailand