Technology partnerships mean sharing your most valuable intangible assets: source code, system architecture, customer data, product strategy. A non-disclosure agreement (NDA) is the first legal fence — but a template downloaded online is usually too generic to protect you when a real dispute arises. Here are five points for signing NDAs with technology partners, grounded in Vietnamese law.
1. Define “Confidential Information” Broadly Yet Specifically
The definition clause determines the NDA’s protective scope. For technology partners, it should cover:
- Technical data: source code, design documents, system architecture, APIs, algorithms, model training data;
- Business data: customer lists, pricing strategy, product roadmaps, market research;
- All forms: written, electronic, oral, demos, system access;
- A marking/confirmation mechanism: oral disclosures confirmed in writing within X days still count as confidential.
Common mistake: defining confidential information merely as “all information exchanged” without listing core categories — in a dispute, the breaching party will argue the information fell outside the NDA.
2. Confidentiality Duties, Safeguards and Exceptions
The NDA must spell out the receiving party’s duties: no disclosure, no use beyond the cooperation’s purpose, and safeguards at least equivalent to those applied to its own confidential information. List the standard exceptions — information ceases to be confidential if:
- It becomes public through no fault of the receiving party;
- The receiving party already knew it before disclosure (with evidence);
- It is lawfully provided by a third party without confidentiality restrictions;
- Disclosure is compelled by a competent state authority (with prior notice to the disclosing party where permitted).
Tech-specific note: specify who inside the partner’s organization may access the information (need-to-know principle), internal confidentiality undertakings, and technical measures (access control, encryption, access logs).
3. Confidentiality Term: Don’t Let the NDA Expire Too Early
Many templates set a 2–3 year term — while trade secrets (core formulas, algorithms) may need protection indefinitely or for a very long time. Distinguish:
- NDA term: the period during which the parties exchange information;
- Confidentiality obligations period: should survive expiry (e.g., 5 years, or indefinite for trade secrets).
Legal basis for a long tail: Article 84 of the Intellectual Property Law protects trade secrets meeting three conditions — (1) not common knowledge and not easily obtainable; (2) conferring a business advantage on the holder when used; (3) kept secret by the owner through necessary measures. The NDA is precisely such a “necessary measure” — but if its confidentiality duties expire too early, condition (3) may be questioned.
4. Remedies: Liquidated Penalties and Damages
Tech NDA breaches often cause hard-to-quantify harm (lost competitive edge, data leaks). Design layered remedies:
- Contractual penalties: a specific amount (or % of contract value) for deterrence and to ease the burden of proving loss;
- Damages: under Articles 351 and 360 of the 2015 Civil Code, the breaching party must compensate all losses — actual damage and lost profits;
- Urgent relief: the right to seek provisional urgent measures from the court (restraining further use/disclosure) upon discovering a breach;
- Trade-secret infringement liability: Article 45.1 of the 2018 Competition Law treats infringement of business secrets as unfair competition — giving the victim additional grounds for action.
5. Governing Law, Dispute Resolution and Personal Data
- Governing law: with foreign tech partners, state the governing law expressly (Vietnamese law is typical where performed in Vietnam) — avoiding conflicts-of-law disputes;
- Dispute resolution: negotiation, mediation, then arbitration or court; for cross-border tech disputes, arbitration (e.g., VIAC) is often preferred for procedural confidentiality;
- Return/destruction duty on termination: return, delete and destroy all copies, with written confirmation;
- Personal data: where the NDA covers personal or technology data, note compliance with the Personal Data Protection Law 91/2025 — data protection, notification and breach-handling duties may apply alongside the NDA.
Frequently Asked Questions
Is a downloaded NDA template enough protection?
Usually not. Templates lack a definition tailored to your technology assets, set short confidentiality periods and weak remedies — have a lawyer review and adapt them.
When is a trade secret protected?
When it meets the three Article 84 IP Law conditions: not publicly known/easily obtainable; confers a business advantage; kept secret through necessary measures (an NDA is one such measure).
How are NDA breaches handled?
Contractual penalties as agreed, plus damages (Civil Code Arts. 351, 360); trade-secret infringement may also trigger unfair-competition liability (Competition Law Art. 45.1).
Should an NDA impose indefinite confidentiality?
Consider it for core trade secrets (algorithms, core formulas); for short-lived information, 3–5 years post-expiry may suffice.
Legal Basis
- Intellectual Property Law: Art. 4.23 (trade secret definition), Art. 84 (trade-secret protection conditions).
- 2018 Competition Law: Art. 45.1 (unfair competition).
- 2015 Civil Code 91/2015/QH13: Arts. 351, 360 (damages for breach of obligations).
- Personal Data Protection Law 91/2025 (where the NDA involves data).
About to sign an NDA with a technology partner and need the confidentiality terms reviewed or drafted tightly? Contact FLAT Law Firm via the Contact page.
The information above is for reference only and does not constitute legal advice.
Transparency note: This article was drafted by FLAT Law Firm’s AI content production system and reviewed by the internal review board (AI Legal Council QA). It has not been reviewed by a human lawyer.