NDAs for doing business in Vietnam
1. Why sign an NDA in Vietnam?
Before sharing source code, customer lists, pricing or product plans with a Vietnamese partner, an NDA sets clear rules and gives you a legal basis if information leaks. A bilingual version avoids misunderstandings and is easier to enforce before Vietnamese courts and arbitration.
2. Key clauses
- Definition of confidential information: be as specific as possible (designs, specifications, financial data, source code).
- Obligations: use only for the stated purpose, no disclosure to third parties without written consent, reasonable security measures.
- Term: how long obligations survive after the cooperation ends.
- Penalty and damages: a fixed penalty plus compensation for actual losses.
- Governing law and disputes: Vietnamese law and courts by default; foreign parties often prefer arbitration such as VIAC or SIAC.
3. Legal basis
- Civil Code No. 91/2015/QH13: freedom of contract and contractual penalties.
- Law on Intellectual Property No. 50/2005/QH11 (amended 2022): protection of trade secrets.
This template is a starting point, not legal advice. Have a qualified lawyer review important agreements.
Frequently asked questions
Is a bilingual NDA enforceable in Vietnam?
Yes. Vietnamese courts accept bilingual contracts. If the two language versions conflict, the Vietnamese text usually prevails in disputes heard in Vietnam unless the contract states which language governs.
How long should confidentiality last?
Two to five years after the cooperation ends is common. Core trade secrets such as source code or formulas are often protected indefinitely.
What information is not confidential?
Typically: information that is already public through no fault of the receiving party, information it already knew, information it developed independently, and information it must disclose by law or court order.
Is the penalty clause valid under Vietnamese law?
Under the Civil Code 2015 the parties may freely agree on a contractual penalty. Commercial contracts governed by the Commercial Law cap penalties at 8% of the breached obligation, so have a lawyer review the amount for your situation.