By Lawyer Le Phuong Thanh – UniLaw LLC

LAW FIRM CONFIDENTIALITY AGREEMENT – UNILAW

In the high-stakes world of modern business, information is the ultimate currency. Whether it is a revolutionary manufacturing formula, a strategic list of high-net-worth clients, or proprietary software code, the competitive edge of an organization depends entirely on its ability to keep its “crown jewels” safe. This is why a Law Firm Confidentiality Agreement is not merely a formality but a vital defensive shield. At Unilaw, our contract attorney team works tirelessly to ensure that your intellectual assets are legally fortified. Without the precise oversight of a legal contract lawyer, even the most innovative company can find its secrets legally vulnerable and its market share eroded by competitors using its own data.

Real-World Consequences: When Lapses in Security Measures Nullify Trade Secret Status

To understand the gravity of confidentiality, one must look at the legal precedents set by the Vietnamese judiciary. A landmark case in this regard is Judgment No. 54/2025/KDTM-PT, issued by the High People’s Court in Ho Chi Minh City on May 20, 2025. This case involved a dispute over intellectual property rights concerning business secrets and compensation for damages between Company S (the Plaintiff) and Company B2 (the Defendant).

The Plaintiff, Company S, was a food processing enterprise that specialized in dried “banh hoi” and vermicelli. Over five years, the company invested tens of billions of VND into researching and developing a unique production line that offered higher quality and consistency than standard industrial machinery. To protect this investment, Company S implemented internal labor regulations, included confidentiality clauses in labor contracts, and kept technical drawings in locked cabinets.

However, Company S discovered that Company B2 had successfully approached and bribed former technical employees of Company S to replicate the production line. Company B2 claimed that the technology was common knowledge and that the components were off-the-shelf industrial parts. While the first-instance court initially ruled in favor of Company S, the appellate court reversed a significant portion of that decision. The High Court found that while Company S had *some* internal rules, they had failed to maintain “necessary security measures” as required by law. Specifically, Company S had allowed external mechanics to enter the factory with mobile phones and take unrestricted photographs and recordings. Furthermore, they did not sign specific, updated confidentiality agreements with key personnel upon their resignation. Because the information was no longer “effectively controlled” and had become “easily accessible,” it legally lost its status as a “business secret.” Consequently, Company S’s multi-billion VND investment was left unprotected. This case proves that without a rigorously drafted agreement and strict enforcement protocols provided by a contract law lawyer, your business secrets may vanish the moment they leave your sight.

The Legal Foundation: Article 387 and Pre-Contractual Confidentiality

Confidentiality does not begin when a deal is signed; it must exist during the very first negotiation. As a contract lawyer at Unilaw, we often see clients sharing sensitive data during the “evaluation phase.” Vietnamese law provides a basic floor for this through the Civil Code 2015, but it requires a specific contract to be enforceable in a complex commercial context.

Article 387. Information confidentiality in contract negotiation
“1. Where a party has information which affects the acceptance of the conclusion of a contract by the other party, it must notify the other party.
2. Where a party receives confidential information from the other party during the process of contract negotiation, it must keep such information secret and must not use it for its own private purposes or for other illegal purposes.
3. The party which violates the provisions of Clause 1 or 2 of this Article and causes damage must compensate.”

In simple terms, this law means that if you are given “secret” information while trying to work out a deal, you are not allowed to tell anyone else or use it for your own benefit, and if you break this rule and cause harm, you have to pay the owner back.

Defining the “Business Secret” Under the Law on Intellectual Property

The failure of Company S in the case mentioned above highlights the importance of matching your Law Firm Confidentiality Agreement with the statutory definitions in the Law on Intellectual Property. Your agreement must clearly state that the information meets the legal criteria for a “Business Secret” to receive the highest level of protection.

Article 4. Interpretation of terms
“23. Business secret means information obtained from activities of financial and intellectual investment, which has not been disclosed and is able to be used in business.”

Basically, a business secret is information you spent time or money to create or find, which is still a secret to the public, and which gives your business an advantage because you are the only one using it.

When our contract attorney team drafts your agreement, we ensure that the “Scope of Confidential Information” is broad yet specific enough to cover technical drawings, client lists, and financial data. Furthermore, we reference the acts that constitute infringement to ensure the receiving party knows the consequences of their actions under Article 127 of the IP Law.

Article 127. Infringement of rights to business secrets
“1. The following acts shall be considered infringements of the rights to business secrets:
a) Accessing or collecting information belonging to a business secret by taking measures against the security measures taken by the person who lawfully controls the business secret;
b) Disclosing or using information belonging to a business secret without the permission of the owner of such business secret;
c) Breaching a confidentiality contract or deceiving, inducing, bribing, forcing, seducing or taking advantage of the trust of a person with a confidentiality obligation in order to access, collect or disclose a business secret;…”

This article warns that it is illegal to break into someone’s security to get their secrets, to use those secrets without permission, or to trick/bribe someone who is supposed to keep the secrets quiet.

Confidentiality in the Workforce: Integrating Agreements into Labor Relations

The greatest threat to confidentiality is often an internal one. Employees and contractors have the most intimate access to your data. A contract law lawyer must therefore bridge the gap between commercial confidentiality and Labor Law. According to Circular No. 10/2020/TT-BLDTBXH, employers and employees have the specific right to contract regarding secrets.

Article 4. Protection of business secrets and technological secrets
“1. Where an employee’s work is directly related to business secrets or technological secrets as prescribed by law, the employer has the right to agree in writing with the employee on the content, duration of protection of business secrets, technological secrets, interests and compensation in case of violation.”

This means if a worker’s job lets them see the company’s “top secret” plans or technology, the boss and the worker can sign a paper that says exactly what must stay secret, for how long, and what the worker gets in return (like a bonus) or what they have to pay if they leak the secret.

In our work for a technology sector client, Unilaw’s legal contract lawyer team drafted a combined Non-Disclosure and Non-Compete Agreement (NDA/NCA). We included a clause that prohibited the employee from working for a direct competitor for 2 years after leaving, in exchange for a compensation of 30% of their final basic salary. This creates a “win-win” scenario: the company’s secrets are safe, and the employee is fairly compensated for their temporary career restriction. Without such a legal contract lawyer‘s precision, these clauses are often declared invalid by courts for being too restrictive.

Shareholder Rights vs. Corporate Secrecy: The Lionas Metals Conflict

A unique challenge for any contract lawyer is balancing the “right to know” of a shareholder against the “duty to protect” of the company. This was the core issue in Judgment No. 01/2025/KDTM-ST regarding Company L (Lionas Metals).

A shareholder (Plaintiff) sued Lionas Metals (Defendant) because the company refused to allow them to inspect purchase contracts for raw materials and bank statements. The company argued that its Internal Labor Regulations prohibited the disclosure of “policies, mechanisms… to any individual without the General Director’s permission”. They further argued that the shareholder’s representative was also involved with a direct competitor and would use the information for “unfair competition”.

The Court, however, ruled that under the Law on Enterprises 2020, shareholders have a fundamental, statutory right to inspect company documents. The court held that internal labor rules cannot override the specific information rights granted to shareholders by law. The company was ordered to provide access to the meeting minutes, accounting records, and contracts.

The lesson for a contract attorney is clear: your Law Firm Confidentiality Agreement and your Company Charter must be synchronized. You cannot use a generic confidentiality clause to block a legal right. Instead, a legal contract lawyer would draft a specific “Shareholder Access Protocol” that allows for inspection while requiring the shareholder to sign a personal NDA and perhaps view the documents only in a “clean room” environment to prevent data theft.

The NNN Agreement: Non-Disclosure, Non-Use, and Non-Circumvention

• Non-Disclosure: Prevents the party from telling your secrets to others.
• Non-Use: Prevents the party from using your information to manufacture their own products, even if they never tell anyone else the secret.
• Non-Circumvention: Prevents the party from going “behind your back” to deal directly with your suppliers or customers using the contacts you provided.

For example, if you introduce a foreign investor to a specialized Vietnamese parts supplier, you don’t want the investor to fire you and sign a direct contract with that supplier. A contract lawyer from Unilaw ensures that the agreement includes heavy “liquidated damages” for circumvention, often set at a percentage of the total potential contract value, making the “shortcut” too expensive to attempt.

Confidentiality in Litigation and Criminal Proceedings

What happens if your company’s secrets are caught up in a police investigation or a court case? Many businesses fear that entering a courtroom means their trade secrets will become public record. However, Decree No. 37/2018/ND-CP provides a mechanism for a legal contract lawyer to request protection.

Article 3. Cases of refusal to allow reading or recording of documents
“9. The competent agency or person in charge of proceeding with the case must refuse to let the accused or the legal representative of the committing commercial legal entity read or record documents… in the following cases:
a) Documents related to state secrets; professional secrets, business secrets, private secrets of individuals, family secrets… where they have requested the competent agency or person in charge of proceeding to keep them secret…”

This means if you are involved in a legal case, the police or the judge can block other people (even the person accused) from seeing or copying your “top secret” business or personal papers if you have officially asked the authorities to keep them private.

At Unilaw, our contract lawyer team is trained to file these “secrecy requests” early in the litigation process. We ensure that during the discovery phase, your proprietary information is handled only by the judge and authorized court personnel, preventing your competitors from using the legal system as a “backdoor” to your data.

International Principles and the UNIDROIT Standard

Unilaw also draws upon the UNIDROIT Principles of International Commercial Contracts 2004. These principles are often used in international arbitration (like VIAC or SIAC) when the parties come from different legal systems. UNIDROIT Article 2.1.16 emphasizes that if a party provides information as confidential during negotiations, the receiving party is bound not to disclose that information or use it for its own purposes, regardless of whether a contract is ever signed.

As your legal contract lawyer, we ensure that your Law Firm Confidentiality Agreement references these international standards. This provides a “safety net” for our clients. If a dispute arises with a foreign partner, we can argue the case based on both Vietnamese law and universally accepted commercial principles, making enforcement more predictable.

Remedies for Breach: How a Contract Attorney Recovers Damages

An agreement is only as strong as its enforcement. When a breach occurs, a contract lawyer must act quickly to mitigate losses. Under Vietnamese law, specifically Article 74 of the Law on Commerce, damages can be recovered for the “loss of profits” resulting from the breach.

In intellectual property disputes, the calculation is often based on the “transfer price” of the secret. If a legal contract lawyer can prove that the leaked information was worth 10 billion VND (the price it would have cost to license it legally), the court can use this as the basis for compensation. Furthermore, under Article 205 of the IP Law, the plaintiff can request the recovery of “reasonable attorney’s fees”. At Unilaw, we have successfully secured judgments where the defendant was forced to not only pay for the breach but also cover our client’s legal costs, totaling hundreds of millions of VND.

Confidentiality Clauses: Best Practices for Businesses

Based on our extensive experience at Unilaw, every Law Firm Confidentiality Agreement must contain several “essential” clauses to be truly effective:

1. The “Return or Destroy” Mandate

Upon the termination of a relationship, the receiving party must be legally required to return all original documents and destroy all digital copies. Our contract law lawyer will often require an “Affidavit of Destruction” signed by a company officer to ensure compliance.

2. Survival Clauses

Confidentiality should not end when the contract ends. We typically ensure that the secrecy obligation “survives” for a period of 3 to 5 years, or indefinitely for “trade secrets” like manufacturing formulas.

3. Defining “Authorized Representatives”

Information should only be shared with those who “need to know.” A legal contract lawyer will limit disclosure to a specific list of directors or engineers and require the company to be liable for any leaks caused by its employees.

Why Unilaw is Your Partner in Information Security

Choosing a contract lawyer is about choosing a guardian for your company’s future. At Unilaw, we don’t just “check boxes” on a template. We are a firm that understands the technical realities of industry—from the machinery of a dried vermicelli factory to the source code of a software giant.

Our contract attorney services include:

• Custom-Tailored NDA/NNN Agreements: Drafted specifically for your industry and the specific nationality of your partner.
• Internal Audit of Security Measures: We help you identify the “gaps” (like Company S’s mobile phone policy) that could invalidate your trade secrets in court.
• Employment Lifecycle Management: We draft the onboarding NDAs and the offboarding “Confirmation of Secrecy” to ensure employees remain bound even after they leave.
• Litigation Ready Documentation: We ensure every document is notarized or prepared in a way that is “admissible evidence” in a Vietnamese court or international arbitration.

Your secrets are the foundation of your success. Protect them with the expertise of a legal contract lawyer at Unilaw. Contact us today to secure your business for tomorrow.

1. Judgment No. 54/2025/KDTM-PT (High People’s Court in Ho Chi Minh City): Article 4 (Clause 23), Article 127 Law on Intellectual Property; Article 428 Civil Code 2015.

2. Judgment No. 01/2025/KDTM-ST (Thanh Hoa Provincial People’s Court): Article 11, Article 16, Article 49, Article 67 Law on Enterprises 2020.

7. Decree No. 37/2018/ND-CP: Article 3 (Clause 9).

8. Law on Intellectual Property 2005 (Amended 2022): Article 4, Article 127, Article 205.

9. Civil Code 2015: Article 387.