NDA in South Korea: Template, Key Clauses and Local Law (2026)

The short answer A non-disclosure agreement (NDA) in South Korea is a contract enforced under the Civil Act, and it works alongside the Unfair Competition Prevention and Trade Secret Protection Act (UCPA), which protects trade secrets even without a contract. Korean law protects information that is not publicly known, has economic value and is kept secret. A good Korean NDA defines the confidential information precisely, sets clear obligations and a duration, and aligns with the UCPA so that both contract and statutory remedies are available. ## How confidential information is protected in South Korea Two layers matter. First, the NDA itself is a contract: breach gives rise to civil remedies under the Civil Act, including damages and, where agreed, other relief. Second, the Unfair Competition Prevention and Trade Secret Protection Act protects trade secrets directly. Under the Act, a trade secret is information that is not known to the public, has independent economic value, and is kept secret. A 2019 amendment eased the old test, so the focus now is on whether the information is in fact maintained as secret rather than on proving extensive protective efforts. Remedies under the Act include injunctions, damages, measures to restore reputation, and criminal penalties for serious misappropriation. ## Where personal data comes in If the information shared includes personal data, the Personal Information Protection Act (PIPA) applies on top of the NDA. PIPA sets rules on how personal data is collected, used, shared and protected, and an NDA cannot override those statutory duties. Where a disclosure involves personal data, address PIPA compliance expressly rather than relying on the confidentiality clause alone. ## Key clauses, with local-law notes Definition of confidential information. Define it precisely. Because statutory trade-secret protection depends on information being kept secret, mark and handle confidential material clearly and say what is covered and what is excluded (for example, information already public or independently developed). Obligations. State that the receiving party must keep the information secret, use it only for the agreed purpose, limit access to those who need it, and apply reasonable security. These obligations also help demonstrate that the information was genuinely maintained as secret under the UCPA. Mutual or one-way. Decide whether both parties disclose (mutual) or only one does. Match the obligations to the direction of disclosure. Duration. Set how long the obligations last. Confidentiality can survive termination, and for genuine trade secrets protection under the Act can continue as long as secrecy is maintained. Permitted disclosures. Allow disclosure required by law or court order, with notice to the other party where lawful. Return or destruction. Require return or destruction of materials at the end, and allow verification. Remedies and jurisdiction. State the remedies for breach and choose Korean law and a Korean forum where the information or parties are in Korea, so statutory remedies are readily available. ## A simple template outline 1. Parties and effective date

2. Purpose of disclosure
3. Definition of confidential information and exclusions
4. Confidentiality and permitted-use obligations
5. Mutual or one-way designation
6. Personal data and PIPA compliance (if relevant)
7. Duration of obligations
8. Permitted disclosures (legal or regulatory)
9. Return or destruction of materials
10. Remedies for breach
11. Governing law and jurisdiction (Korean) Provide a Korean or bilingual version where a Korean party is involved. ## Common mistakes and red flags - A vague definition of confidential information, which weakens both contract and trade-secret protection.

• Not actually treating the information as secret in practice, which can defeat UCPA protection.
• Ignoring PIPA when the shared information includes personal data.
• No duration or an unrealistically short one for genuine trade secrets.
• Choosing a foreign law and forum for information and parties located in Korea, making statutory remedies harder to use.
• Relying on an NDA alone without access controls; the agreement is one measure among several that show the information was kept secret. ## Remedies and enforcement in practice When confidential information is misused in Korea, two sets of remedies run in parallel. Under the NDA, the disclosing party can claim damages for breach of contract and, where the agreement provides, injunctive relief. Under the Unfair Competition Prevention and Trade Secret Protection Act, the owner can seek an injunction to stop use or disclosure, damages, and measures to restore reputation, and serious misappropriation can carry criminal penalties. The practical lesson is that the NDA and the statute reinforce each other: the contract makes the obligation explicit and easy to prove, while the statute provides stronger remedies, including against third parties who knew or should have known the information was a trade secret. ## Practical steps that strengthen protection An NDA is one measure, not the whole defence. In practice, mark confidential documents clearly, limit access to people who genuinely need it, keep a record of what was disclosed and to whom, and brief recipients on their obligations. These steps both reduce the chance of a leak and help show that the information was genuinely maintained as secret, which is what the trade-secret statute now turns on. Use a Korean or bilingual version where a Korean party is involved, and keep a signed copy. ## Keeping it all in one workspace Step back and drafting a contract like this is really several jobs at once: getting the local-law clauses right, keeping your own standard positions consistent, tracking versions as the document is negotiated, and remembering the dates and obligations it creates. When those jobs are spread across a template file, an inbox and someone's memory, things slip, not through carelessness but because the work is scattered. That is the single-workspace idea behind Adira: draft, understand, edit, track and govern a contract in one place, with each clause flagged favourable, neutral or unfavourable to your company and a built-in record of versions and key dates. Adira is India-first today. Support for other jurisdictions, including those in Asia, is on its roadmap rather than at Indian depth now, so for a South Korean contract you would still rely on local counsel for the governing-law detail. The point is the direction: a contract you can see end to end, in one place, is easier to get right and to keep right. ## A note on legal advice This article is general information, not legal advice, and English translations of South Korean statutes are unofficial, with the local-language text controlling. Employment, data and trade-secret rules change, so confirm the current position and have a qualified South Korean lawyer review any contract you intend to sign.