What Myanmar law says
Non-disclosure agreements (NDAs) — clauses that prevent the employee from sharing confidential information — are enforceable in Myanmar under the Employment & Skills Development Law (ESDL) 2013 framework and general contract-law principles. NDAs are easier to enforce than non-compete clauses because they restrict use of information rather than the employee's right to work. Duration can extend indefinitely for genuine trade secrets, but specific obligations should be clearly defined to avoid being struck down for vagueness.
What a good NDA covers
- Definition of confidential information — categories (trade secrets, customer lists, pricing, strategy, source code, etc.).
- Permitted uses — only for the employer's business during employment.
- Prohibited uses — disclosure, copying, transfer to a third party, post-employment use.
- Duration — typically indefinite for trade secrets; 2–5 years for general confidential information.
- Carve-outs — information already public, lawfully obtained from another source, or required by court order.
- Return obligation — return or destroy materials at exit.
- Remedies — injunction and damages for breach.
NDA duration by category
| Category | Reasonable duration |
|---|---|
| Trade secrets (formulas, methods, algorithms) | Indefinite |
| Customer lists and pricing | 2 – 3 years |
| Strategy documents | 2 – 5 years |
| Personal data of customers | Indefinite (also covered by data-protection rules) |
| General know-how | 1 – 2 years |
What if there's a dispute
- Township labour office first — for employment-related NDA disputes (employee challenges over-broad NDA).
- Conciliation Body — formal conciliation under the Settlement of Labour Disputes Law.
- Arbitration Council — final binding step. For purely commercial NDA breach (third-party disclosure), commercial litigation may also apply.
Employer takeaway
Use NDAs alongside (not instead of) non-compete clauses. Define "confidential information" narrowly and specifically. Require return or destruction of materials at exit. Run final settlement within 7 days of last working day, retrieve laptops and access cards, and remind the employee in writing of continuing NDA obligations. Deregister from SSB within 30 days. Keep the signed NDA on file for at least 7 years.
Edge cases and unenforceable clauses
- Vague "all company information" clauses — risk of being struck down for over-breadth.
- Whistleblower carve-outs — best practice to include for legal disclosures.
- NDA without consideration — typically the contract itself is consideration enough at hire.
- See non-compete and non-solicit.
Common NDA mistakes
- Defining "confidential" so broadly that anything qualifies.
- Skipping the return-of-materials clause.
- Failing to remind the leaver of continuing obligations at exit.
- Relying on NDA alone when a non-compete would also help.
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