Cross-border NDA, MOU, and term sheets

NDA, MOU, and term-sheet work is usually the first paper before a site visit, a factory quote, or a fund conversation. Lock talks before a draft exists.

Startups: one named NDA as a single matter. Mid-market: the same form many times sits in an annual module.

One-way NDA

The disclosing party, usually the origin company, shares plans; the recipient may not use or leak them. Common before a Thailand site visit or a Vietnam OEM quote.

Mutual NDA

A mutual NDA is two-way confidentiality: both sides disclose. Used when a Thai distributor also shares customer lists, or a Singapore fund shares a model.

Confidentiality Undertaking

A short unilateral form for individuals, interpreters, or a local introducer who will not sign a full NDA. Common on Thailand and Vietnam site tours.

Non-use / Non-disclosure Agreement

Adds a non-use promise (do not build from our know-how) on top of non-disclosure. Typical before OEM/ODM or a tech demo.

Letter of Intent

Non-binding commercial intent with a few binding islands such as confidentiality, exclusivity, or costs. Startups often treat an LOI as a contract; the pack labels binding vs non-binding as facts to confirm, not as advice.

Memorandum of Understanding

Often used with state-linked counterparties or industrial-estate introductions in Thailand, Vietnam, or Indonesia. May be bilingual. The pack records names and whether the MOU is a channel intro or a precursor to a concession.

Term Sheet

A term sheet writes deal economics before a SHA, SPA, or a heavy MSA. Startups use it for SAFE or equity; mid-market for JV or distribution economics.

Exclusivity Agreement

An exclusivity agreement locks a counterparty or territory for a defined window. Dangerous in channel deals if it silently becomes exclusive distribution.

Questions

One-way or mutual first?

One-way when only the origin side discloses. Mutual when the destination also shares lists or a model.

Does an MOU or LOI bind the deal?

Often not as a whole. Binding islands such as confidentiality, exclusivity, or costs can still sit inside — recorded as facts, not as legal advice.

Should a first NDA go on an annual module?

No. One NDA is a single matter.

Cross-Border NDA, MOU, and Term Sheets | Orbid