How should a data-sharing agreement with business partners be established to ensure legal compliance?

In a business environment that is increasingly data-driven, data-sharing agreements with business partners have become ever more important. However, many enterprises still share data based on oral understandings or overly cursory contractual clauses. This practice entails significant legal risks, particularly in the cases of data breaches or disputes over liability. Properly understanding and establishing appropriate agreements is therefore a necessary step to safeguard enterprises.

I. Current situation regarding data-sharing agreements with business partners

As business cooperation continues to expand, data-sharing agreements with business partners have become common in practice but have not received due attention from many enterprises. In numerous cases, customer data, internal data, or trade secrets are shared based merely on trust, without a clear legal basis.

It increases the risk of data leakage, misuse, or disputes arising from violations. In the context of increasingly stringent legal requirements on data protection, gaps in data-sharing agreements may expose enterprises to substantial legal risks and damages.

II. Concept of data-sharing agreements with business partners

To properly understand the nature and role of data-sharing agreements with business partners, it is first necessary to clarify this concept from both legal and practical perspectives in business operations.

1. What is a data-sharing agreement with business partners?

A data-sharing agreement with business partners is an agreement between an enterprise and its partner(s) governing the provision, access, use, and protection of data in the course of cooperation.

Such an agreement clearly defines the categories of data to be shared, purposes of use, scope of exploitation, confidentiality obligations, duration of sharing, and legal liabilities in the case of breach, thereby ensuring that data sharing complies with applicable laws and mitigates dispute risks.

2. Importance of data-sharing agreements with business partners

The importance of data-sharing agreements with business partners lies in ensuring transparent management, use, and protection of data. These agreements help prevent legal risks, protect trade secrets and sensitive information, and clearly define the rights and obligations of the parties.

They provide a legal basis for effective cooperation, enhance mutual trust, and ensure compliance with data-protection regulations and security standards in business operations.

3. When should enterprises establish data-sharing agreements with business partners?

Enterprises should establish data-sharing agreements with business partners whenever important, sensitive, or personal data is exchanged, used, or processed between the parties. It is particularly necessary when:

• Data is transferred beyond internal use to service providers, suppliers, customers, or strategic partners.
• Joint ventures, business cooperation projects, or product development initiatives are implemented in which data plays a material role.
• Laws, industry regulations, or internal data-protection policies require transparency in responsibilities, confidentiality, and data-use rights.

Establishing data-sharing agreements not only ensures legal compliance but also enables enterprises to protect information, control risks, and maintain their reputation in partner relationships.

III. Legal regulations governing data-sharing agreements with business partners

Based on applicable laws and regulations, this section clarifies the obligations, rights, and responsibilities of enterprises when entering into data-sharing agreements with business partners, in order to ensure compliance and prevent legal risks.

1. Are enterprises legally required to enter into data-sharing agreements with business partners?

Pursuant to Article 504 of the Civil Code 2015, cooperation between parties must be established in writing. Accordingly, where enterprises share data with business partners, entering into a written agreement is necessary to define the rights and obligations of the parties, the scope of data sharing, and related liabilities. It both ensures legal compliance and helps prevent disputes arising during cooperation.

2. What main provisions should a data-sharing agreement with business partners contain?

Based on Article 505 of the Civil Code 2015 on the contents of cooperation contracts, a data-sharing agreement with business partners should include, inter alia, the following main provisions:

• Purpose and duration of data sharing: Clearly specifying the rationale and period for data exchange.
• Information of the participating parties: Fully identifying the individuals or legal entities involved, including names, addresses, and registered offices.
• Data and related assets: Enumerating the categories of data, resources, or contributions of each party, if any.
• Methods of use and benefit-sharing: Stipulating how the data will be exploited and how benefits derived from shared data will be allocated.
• Rights and obligations of the parties: Defining responsibilities, access rights, data-protection duties, and compliance obligations.
• Conditions for participation, withdrawal, and termination: Providing mechanisms for new parties to join, for parties to withdraw, and for termination of the agreement, in order to ensure transparency and avoid disputes.

A detailed and clear data-sharing agreement not only protects the legitimate interests of the parties but also mitigates legal risks and potential disputes during cooperation.

3. What confidentiality obligations do parties have under a data-sharing agreement with business partners?

Pursuant to Clause 2 of Article 387 of the Civil Code 2015 on information in contract formation, where a party receives confidential information from its partner in the course of cooperation, such party is obliged to keep the information confidential, use it solely for lawful purposes related to the agreement, and promptly notify material information affecting cooperation decisions. Any breach causing damage leads to liability for compensation.

Such a framework protects the legitimate interests of the parties, prevents misuse of data, and provides a legal basis for the allocation of liability in the cases of disputes. Accordingly, compliance with confidentiality obligations is a main element in safeguarding data and maintaining transparent and secure cooperation between the parties.

4. Are enterprises subject to sanctions for breaching data-sharing agreements with business partners?

Pursuant to Article 3 of the Civil Code 2015, civil agreements validly entered into on a voluntary basis, not contrary to prohibitions of law or social ethics, are legally binding on the parties. Failure to properly perform contractual obligations, including breaches of data-sharing agreements, entails legal liability.

Under Articles 300 and 301 of the Law on Commerce 2005, where a contract provides for contractual sanctions, the breaching party may be required to pay a fine of up to 8% of the value of the breached contractual obligation. Where no sanction clause is stipulated, the enterprise remains liable to compensate for damages in accordance with the general provisions of civil law.

These rules ensure respect for contractual commitments, prevent dispute risks, and maintain transparency and security in data sharing with business partners. Accordingly, enterprises should exercise due care in drafting agreements and comply with their commitments to avoid sanctions or liability for damages.

IV. Questions regarding data-sharing agreements with business partners

Based on legal provisions and practical application, this section addresses common questions raised by enterprises concerning the conclusion, performance, and protection of rights under data-sharing agreements with business partners.

1. Can data-sharing agreements with business partners be concluded with foreign partners?

Pursuant to Clause 14 Article 3 of the Law on Investment 2020, business cooperation contracts (BCCs) may be entered into between investors, including foreign investors, to jointly conduct business and share profits or products without establishing a new economic entity.

Accordingly, Vietnamese enterprises may establish data-sharing arrangements with foreign partners through BCCs, provided that compliance is ensured with regulations on data protection, the rights and obligations of the parties, and relevant laws on import and export, personal data, and international trade.

2. May enterprises share data via electronic systems under data-sharing agreements with business partners?

Pursuant to Clause 1 Article 17 of Decree No. 194/2025/ND-CP, enterprises may share data through electronic systems. Lawful methods include sharing data via physical data carriers, downloading via networks, or online and automated sharing through connections between data-providing systems and data-exploitation systems.

In addition, under Clause 2 Article 17, enterprises may request data-management authorities to share information in writing or register for system interconnection via the Data-Sharing Service Management System, thereby ensuring legal compliance and information security. Electronic methods facilitate faster data exchange, reduce manual errors, and enhance transparency in data-sharing processes.

3. May data-sharing agreements with business partners be concluded among multiple parties simultaneously?

Pursuant to Article 504 of the Civil Code 2015 on cooperation contracts, data-sharing agreements may be concluded among multiple parties at the same time. A cooperation contract is an agreement among individuals and legal entities contributing assets and efforts to perform certain work, sharing benefits and jointly taking liabilities.

Multi-party implementation helps clearly allocate rights, obligations, and data-protection responsibilities of each party, and provides a clear legal basis for dispute resolution. All agreements must be made in writing to ensure legal validity.

4. In which cases may enterprises cancel data-sharing agreements with business partners?

Pursuant to the Civil Code 2015, cancellation or termination of contracts must comply with legal conditions in order to protect the legitimate interests of the parties.

• Withdrawal from the contract (Article 423 of the Civil Code 2015): A party may withdraw if agreed conditions are met or for legitimate reasons with the consent of the other party. Upon withdrawal, the withdrawing party must fully perform obligations arising prior to the withdrawal and settle related liabilities.
• Termination of the contract (Article 426 of the Civil Code 2015):
• The parties agree to terminate;
• The contractual term expires;
• The purpose of cooperation has been achieved;
• A decision is issued by a competent state authority; or
• Other cases prescribed by law.
• Upon termination, outstanding debts arising from the contract must be settled, and remaining assets shall be distributed in accordance with the agreed ratios.

Accordingly, enterprises may only cancel data-sharing agreements where the statutory conditions are satisfied and must fully perform accrued obligations, ensuring the rights and interests of all parties and compliance with applicable laws.

5. Is a data-sharing agreement with business partners required to be in writing?

Pursuant to Clause 2 Article 504 of the Civil Code 2015, cooperation contracts, including data-sharing agreements with business partners, must be made in writing. It helps clearly define the purpose of cooperation and the rights and obligations of the parties, and serves as a legal basis in the event of disputes. The written form may include paper contracts with signatures, digital signatures, or electronic contracts, provided that all legal requirements are satisfied.

V. Why seek legal counsel from NPLaw in matters relating to data-sharing agreements with business partners?

When enterprises enter into data-sharing agreements with business partners, ensuring legal compliance and protection of legitimate interests is critical. The lawyers at NPLaw provide support in drafting and reviewing contracts, assessing risks, and ensuring that provisions on access, sharing, and data protection comply with applicable laws. NPLaw also advises on dispute resolution, claims for damages, and handling of breaches where they arise. It enables enterprises to implement agreements in a transparent, secure, and lawful manner while minimizing legal risks.

The above information is for reference purposes only. For case-specific legal advice, clients are advised to contact Ngoc Phu Law Company Limited for prompt consultation.