How to Protect Business Secrets through Non-Disclosure Agreement (NDA)

Why the company should engage trade secret lawyers in Vietnam for advice?

Are you worried that your organization’s business secrets could be exposed?  Trade secret could be clients’ data, business processes, financial situations… anything that is not known to public but such information could give your company  competitive edge.

In business or production process, individual or organization being may have to share its business secrets with others. 

Or there are situations key employee leaving organization and there is possibility of trade secrets exposure under the new employer. 

One of the solutions for this situation is to enter into a Non-Disclosure Agreement (NDA).   

Non-Disclosure Agreement (NDA) are also often used by inventors or companies when sharing business ideas, sample products which have just been created, patent and many other business secrets.

This disclosure’s purpose is to explore the possibilities to cooperate, manufacture; to commercialize a particular product in relation to another company when seeking licensing contracts, financial source to develop a product; to deploy a business secret, to enter into a Merger and Acquisition transactions, or to create binding obligations on employees if they know or are known secrets of the company they are working for.

What does the content of the Non-Disclosure Agreement (NDA) include?

NDA should begin with a clear statement of who the owner’s non-disclosed information is (owner); party who receives non-disclosed information (recipient); identify non-disclosed information and the reason for disclosing such information to the recipient.

The most important thing of NDA is to identify the scope of non-disclosed information or confidential information to avoid the parties in dispute if one party discloses certain information. Another thing to keep in mind is that the NDA can achieve the purpose of the parties when stipulating clearly how the recipient has to protect that information and what is allowed or not allowed to do with that information.

In particular, it is necessary to detail that the recipient has to take responsibilities if they violate the information security obligations specified in the NDA.

Besides, the parties may agree to a reciprocal NDA. Sometimes, the source of information is two-ways, both parties will then disclose confidential information to each other, for example when the two parties form a joint venture, or have intention of acquiring the target company through M&A.

Accordingly, NDA will refer to the agreement of formation a joint venture, M&A which clearly states that which confidential information two parties will share, what are the rights and obligations of the two parties.

Of course, the best way to keep a secret is to not tell anyone. However, this is not always possible in the collaboration world when shared economy is thriving in Vietnam. If the owner needs to share business secrets, they could sign with the recipient a non-disclosure agreement or contract to avoid unfortunate circumstances.

How trade secret lawyers in Vietnam could help?

Do protect the trade secret because that help your business stay competitive against others. But let the trade secret lawyers at ANT Lawyers advise and help to create NDA in various business transactions in M&A, joint venture, IP commercialization, labour agreement to address the needs of business requirements in Vietnam.  If there are incidents that trade secret is exposed due to the failure to adhere to the NDA agreements, the dispute lawyers in Vietnam could help advise and represent clients.

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