SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness

CONFIDENTIALITY AGREEMENT

Today, on the … day of … month, in the year ………….., at the address: ………………………………

We consist of:

CONSIDERING THAT:

The Parties are interested in[…] (“Purpose”), The Parties may establish a Contract. […] between the Parties. To achieve the Purpose, the Parties may disclose to each other various information that must be kept confidential (“Security Information” – as defined below); and To ensure the safety and security of Confidential Information, the Parties agree to enter into this agreement, subject to the following terms:

ARTICLE 1. DEFINITIONS

In this Agreement, the Parties agree that capitalized terms in this Agreement shall be defined and interpreted as follows, unless the context requires otherwise:

1. “The Supplier” is the party providing Confidential Information to the other party.
2. “Recipient” is the Recipient of Confidential Information from the Provider.
3. “The Authorized Person” meaning, relating to the Recipient, or directly related to the work to be performed for the Purpose; 
4. “Confidential Information” means any information relating to the Provider that is provided by the Provider to the Recipient, relating to the Purpose and/or to which the Recipient may have access in the course of performing the Purpose in any form, whether directly or indirectly.

ARTICLE 2. OBLIGATIONS TO PROTECT CONFIDENTIAL INFORMATION

1. The Recipient undertakes to maintain absolute confidentiality of the Confidential Information in accordance with the terms and conditions of this agreement, implementing security measures no less stringent than those used to protect the Recipient's own confidential and valuable information (and in any case, reasonable protections).
2. The Recipient shall only use the Confidential Information for purposes related to the execution of the Agreement.
3. The Recipient shall not disclose any Confidential Information or any part of the Confidential Information to any organization/individual, except in cases of Disclosure permitted under Article 3.
4. In the event of any unauthorized use, copying, or disclosure of Confidential Information, the Recipient shall immediately notify the Provider and take appropriate remedial measures.

CONDITION 3. EXCEPTIONS

1. Confidential Information has been made public or is known to the public through no fault of the Receiving Party; 
2. The Recipient may prove that the Recipient obtained the information before the Provider provided it, without any requirement to ensure that such information is kept confidential; 
3. Authorized by the Supplier to provide or disclose in writing (including email).
4. Disclosure is carried out at the request of the competent state agency and in accordance with relevant legal provisions.

ARTICLE 4. TERM AND MANDATORY EFFECT

1. Unless otherwise agreed by the Parties, this agreement shall remain in effect for the term[…](…..) months from the Effective Date, if the Parties have not signed any agreement/contract acknowledging and relating to the Purpose;
2. This Agreement shall be effective and binding upon the Parties and their successors and assigns.

ARTICLE 6. INTELLECTUAL PROPERTY

1. All Confidential Information and all copies of the whole or any part thereof shall be deemed and shall always remain the property of the Provider.
2. The Recipient undertakes to respect the property rights of the Provider. 

ARTICLE 8. SECURITY INFORMATION CHECK

The Parties agree that in the event of a detected incident or suspected breach of Confidential Information during the performance of the Purpose, upon receiving notification from the Providing Party, the Receiving Party shall immediately investigate, verify, and remedy the breach/violation (if any), and provide the Supplying Party with evidence of such investigation, verification, and remedy of the breach/violation as requested by the Supplying Party.

ARTICLE 9. RETURN AND CANCELLATION OF SECURITY INFORMATION

1. Upon termination or expiration of this Agreement, or upon receipt of a written request from the Provider, the Recipient and Authorized Persons shall immediately delete or destroy all Confidential Information received from the Provider that the Recipient holds or manages.
2. In the event that Confidential Information must be stored in accordance with legal requirements, the Receiving Party shall store the Confidential Information in strict compliance with legal requirements and/or the highest security standards.

ARTICLE 10. GOVERNING LAW AND DISPUTE RESOLUTION

1. This Agreement is governed by the laws of Vietnam.
2. In the event of any dispute arising from or related to this agreement, the Parties shall exchange and discuss to find a solution. If the Parties cannot agree on a solution, either Party or both Parties shall have the right to file a lawsuit with the competent People's Court for resolution.

ARTICLE 11. GENERAL PROVISIONS

1. No provision in this agreement shall require or be construed as requiring either Party to disclose any Confidential Information, unless otherwise agreed by the Parties.
2. The party that violates this Agreement shall compensate the other party for all actual damages incurred. 
3. Any amendments or additions to this Agreement must be made in writing and signed by the authorized representatives of the Parties.
4. This agreement is established […] (….) in Vietnamese, with identical content and legal value, each Party shall retain one (1) copy for implementation. 

Link: Sample Non-Disclosure Agreement (NDA)