Before sharing business information: prepare a useful NDA brief

Start with what will be shared, with whom and why

Before requesting an NDA, or non-disclosure agreement, clearly describe the proposed disclosure: pricing a job, developing a prototype or considering a business collaboration. Each task requires different information. A document being called an NDA does not establish that its terms fit the actual exchange.

Separate contractual protection from legal classification

WIPO describes confidentiality agreements as contractual measures that define a confidential relationship and restrict use to agreed purposes. It distinguishes calling information confidential from determining whether it qualifies legally as a trade secret. For use in Thailand, have a lawyer review the wording against the facts and applicable law; do not assume a foreign template fits every case.

Hypothetical example: a factory requests a component quotation

To obtain a component price, the proposed package might contain its drawing, dimensions and required quantity, while the whole project's cost file or customer information may not yet be necessary. Create a table showing what is needed for pricing, what will be withheld and who approves disclosure. This helps a lawyer understand the task; it does not establish a right to disclose every item in the company's files.

Map recipients and reasons for onward sharing

Record the contracting party, contact person and anticipated subcontractors or external advisers who may need access. If purchasing assumes only one person will receive the information while technical staff need another contractor to read the drawing, explain that difference before drafting. Ask the lawyer to consider recipients and onward sharing based on the actual workflow rather than using the team as a blanket label.

Prepare the disclosure timeline, including past exchanges

Record when discussions began, what has already been sent, the delivery channels and the next planned package. Distinguish drafts from approved versions. If disclosure occurred before an agreement, explain it honestly for legal assessment; do not backdate documents or assume signing today changes past facts. Also describe how cooperation will end and identify information that may need to be retained for other reasons for further review.

Provide a complete brief for the actual project

A consultation package for B Law Firm can include the project description, information table, recipient map, timeline and any draft supplied by the partner. Turn unresolved terms into questions. The firm provides contract drafting and review based on the matter's actual information. This preparation reduces ambiguity in discussions, but does not guarantee that information will never leak or every clause will be enforceable as either party expects.

References

• WIPO: Trade secret management — contractual measures
• B Law Firm: Contract drafting and review (in Thai)