Definition of confidential info
Trade Secret Act §2Limit to material that meets Trade Secret Act §2 requirements.
Business
NDA
保密協議 NDAMutual confidentiality agreement before commercial talks, tech evaluation, or due-diligence. Backed by Taiwan Trade Secret Act §2 and Civil Code on damages.
Language note: the rendered contract body is in Traditional Chinese, the governing language. This English page helps international counterparties understand what they will sign.
Who uses this
- Pre-license technology discussions
- Investor due-diligence
- Consultants / outsourced staff accessing internal systems
- Joint-venture or M&A pre-talks
Key clauses · why they are worded this way
Standard of care
Civil Code §535Good-steward duty, restricted-purpose use only.
Term
Civil Code §247-13–5 years typical; up to 10 for technical know-how.
Damages
Civil Code §227, §250Stipulated penalty + actual damages.
Common pitfalls
- Term = perpetual / unlimited → court often strikes part of it for breaching proportionality
- Liquidated damages too high (≥ NT$10M) → court reduces
- Missing exceptions (already known / publicly available / required by law) → too broad to enforce
- No remedy spelled out (injunction / damages) → hard to claim later
Statutes referenced
民法 §227營業秘密法 §2個資法 §27
FAQ
Should the NDA be one-way or mutual?
Mutual when both parties disclose; one-way only if disclosure is purely from one side.
Is an employee NDA enforceable after they leave?
Always during employment. Post-employment NDA holds only if it meets Trade Secret Act and is proportional. Post-employment non-compete additionally needs reasonable compensation (Labour Standards Act §9-1).
Ready?
Complete a three-minute form, cite Taiwan statutes automatically, then collect both e-signatures with an IP and signature-hash audit trail.
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DocGen TW provides document automation and risk hints. We are not a law firm and do not replace legal advice. Our contract templates and risk-check results reflect general situations under current Taiwan law and are for general reference only. For large amounts, cross-border matters, litigation, or custom clauses, ask a partner lawyer (Chinese form) to review them. DocGen TW accepts no legal liability for disputes arising from use of the platform.