Vendor NDA vs Employee NDA in Nepal: The Differences That Decide Which Draft You Use
Vendor NDA vs employee NDA in Nepal: duration, scope, IP ownership and remedies differ — and Nepal's author-first ownership rules make vendors the harder draft.
Businesses reach for one NDA template for everyone — the cleaner who mops, the agency that builds the app. In Nepal that economy is expensive: employees and vendors sit on opposite sides of the ownership line, and the confidentiality paper has to do different work for each.
The differences are not stylistic. They decide who owns what gets created, and who can be stopped when information walks out.
In short
A vendor NDA in Nepal differs from an employee NDA in four load-bearing ways: duration (project-bound versus employment term plus an exit tail), scope (the exchanged materials versus everything learned in the role), IP ownership (vendors own their deliverables by default — Nepal has no work-for-hire doctrine, so the vendor file needs an assignment-first instrument, not just confidentiality), and return obligations. Employee NDAs run alongside written IP assignments; vendor NDAs must create both the confidentiality duty and the transfer of the deliverables in one signing. Enforcement is contract-based either way — no trade-secret statute exists yet, though the proposed Industrial Property Bill would add one.
Same word, different jobs
An employee is inside the business: present at every meeting, exposed to everything, bound by salary and ongoing duties. A vendor is outside it: engaged for a deliverable, holding its own expertise and its own other clients, entitled to walk away when the contract ends.
A confidentiality instrument drafted for one will misfit the other. The employee version's breadth looks oppressive in a vendor's hands; the vendor version's narrowness leaves an employee relationship under-protected. Nepal's contract-based confidentiality makes the fit matter, because the contract is the only layer there is.
Vendor NDA vs employee NDA in Nepal: the clauses that differ
The ownership row is where Nepali practice bites hardest — and it is the row businesses most often discover during diligence rather than at signing.
| Clause | Employee NDA | Vendor NDA |
|---|---|---|
| Duration | Employment term plus a survival tail after departure | Fixed to the project or relationship |
| Scope | Everything learned in the course of the role | Defined by the project's exchanged materials, listed by schedule |
| IP ownership | Paired with a written IP assignment — no work-for-hire doctrine shifts ownership automatically | Paired with an assignment-first clause; the vendor owns deliverables by default |
| Consideration | Salary and continued employment | The contract price |
| Return obligations | On exit — documents, devices, credentials | At project end or termination |
| Remedies | Damages and injunction; post-employment cooperation duties | Damages and injunction; liquidated amounts where negotiated |
The vendor default is harsher than the employee default
Nepal's Copyright Act vests authorship in the human creator, and employment does not change it — but at least an employer has an implied licence to use what staff produce in the role. A commissioned vendor has no such softening: the client who pays for a logo, a codebase or a label design and takes no assignment owns nothing but a receipt.
The vendor instrument therefore needs two transfers in one: the confidentiality duty over what you disclose, and the assignment of what they create — present tense, executed at contract signature (not 'upon payment'), with source files and working files included.
Drafting the vendor NDA that holds
Define the exchanged information by attachment
Specifications, volumes, pricing, customer data — listed, not described by adjective. Vendors negotiate scope seriously; a credible definition gets signed faster than a sweeping one.
Make the assignment clause the twin of the NDA
Assignment at signature, deliverables and source files covered, originality and non-infringement warranted. One signing, both protections.
Control subcontracting and team access
Vendors staff projects with whoever is available. Require notice and equivalent obligations for every individual who touches your materials.
Close with return-or-destroy and survival
At project end: return or certified destruction, with the confidentiality obligations surviving past delivery.
Enforcement reality in Nepal
Both instruments run on contract: damages and injunction through the civil courts, with the evidentiary record — marked documents, restricted circulation, dated disclosures — doing most of the work. No trade-secret statute stands behind them yet; the proposed Industrial Property Bill would add a statutory trade-secret layer once enacted.
The practical additions: for employees, the exit interview and the departing-employee checklist; for vendors, the retention of signed originals where they can be found. The brand layer completes the stack — before a vendor prints packaging under your name, the name should be cleared and filed.
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This article is general information, not legal advice.