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Disclosure Agreement
I need a disclosure agreement to ensure confidentiality of proprietary information shared with a potential business partner during preliminary discussions. The agreement should cover non-disclosure of sensitive data for a period of 3 years and include clauses for breach of contract and dispute resolution.
What is a Disclosure Agreement?
A Disclosure Agreement protects confidential information when businesses or individuals need to share sensitive details during negotiations, partnerships, or employment. In Indonesia, these legally binding contracts spell out what information must stay private, helping companies safeguard their trade secrets, customer data, and business strategies under Law No. 30 of 2000 on Trade Secrets.
Breaking a disclosure agreement in Indonesia can lead to serious consequences, including civil lawsuits and potential criminal charges. Companies often use these agreements before starting joint ventures, during merger talks, or when hiring key employees. They're especially important in sectors like technology, manufacturing, and financial services, where proprietary information gives businesses their competitive edge.
When should you use a Disclosure Agreement?
Use a Disclosure Agreement anytime you need to share sensitive business information with potential partners, investors, or employees in Indonesia. This becomes crucial when discussing trade secrets, upcoming products, financial data, or customer lists during business negotiations, due diligence, or hiring processes.
The agreement needs to be in place before any confidential details are shared. For Indonesian businesses, this protection is especially important when working with foreign investors, during technology transfers, or in regulated industries like banking and healthcare. It gives you legal recourse under Indonesian law if sensitive information gets misused or leaked, helping prevent costly intellectual property disputes.
What are the different types of Disclosure Agreement?
- Disclosure Agreement Form: Basic template for general business use, covering standard confidentiality terms and obligations
- Mutual NDA: Both parties agree to protect each other's confidential information, common in partnerships and joint ventures
- Standard NDA: One-way protection where only one party shares confidential information, typically used with contractors or employees
- Confidentiality Agreement Document: Comprehensive version with detailed provisions for regulated industries or complex transactions
- Confidentiality Agreement Form: Simplified version for routine business situations with clear, straightforward terms
Who should typically use a Disclosure Agreement?
- Business Owners & Executives: Initiate and oversee Disclosure Agreements to protect company secrets during negotiations or partnerships
- Legal Counsel: Draft and review agreements to ensure compliance with Indonesian law and enforce violations
- HR Managers: Implement agreements for new employees, especially those handling sensitive information
- Technology Companies: Protect intellectual property and trade secrets when working with vendors or developers
- Foreign Investors: Required to sign before accessing detailed company information during due diligence
- Consultants & Contractors: Must agree to protect client information before starting project work
- Compliance Officers: Monitor and maintain documentation of active agreements and any breaches
How do you write a Disclosure Agreement?
- Identify Parties: List complete legal names and addresses of all organizations or individuals involved
- Define Scope: Clearly specify what information needs protection and for how long
- Set Time Period: Determine the agreement's duration and any post-termination obligations
- List Exceptions: Include standard carve-outs for public information or legally required disclosures
- Choose Format: Use our platform to generate a legally-sound Disclosure Agreement that meets Indonesian requirements
- Detail Obligations: Specify how confidential information must be handled and protected
- Add Consequences: Include clear penalties for breaches under Indonesian law
- Review Terms: Check that all key provisions are clear and enforceable in Indonesia
What should be included in a Disclosure Agreement?
- Party Details: Full legal names, addresses, and authorized representatives of all parties
- Definition Section: Clear explanation of what constitutes confidential information under Indonesian law
- Scope Clause: Specific description of protected information and permitted uses
- Duration Terms: Clear timeframe for confidentiality obligations and any survival provisions
- Protection Measures: Required security steps to safeguard confidential information
- Return/Destruction: Procedures for handling protected information after agreement ends
- Breach Remedies: Specific consequences and legal recourse under Indonesian regulations
- Governing Law: Statement confirming Indonesian law applies and jurisdiction details
- Signature Block: Space for authorized signatures, company stamps, and witness details
What's the difference between a Disclosure Agreement and a Non-Disclosure Agreement?
While a Disclosure Agreement and a Non-Disclosure Agreement (NDA) serve similar purposes in protecting confidential information, they have important differences under Indonesian law. Let's explore the key distinctions that help you choose the right document for your situation:
- Scope of Protection: Disclosure Agreements typically focus on actively sharing specific information and defining how it can be used, while NDAs emphasize preventing information sharing and maintaining secrecy
- Legal Framework: Disclosure Agreements often include positive obligations about information handling and usage rights, while NDAs primarily focus on prohibitions and restrictions
- Duration and Flexibility: Disclosure Agreements usually have shorter terms tied to specific transactions or projects, while NDAs often extend beyond the initial business relationship
- Common Usage: Disclosure Agreements are preferred for active collaboration scenarios like joint ventures or technology transfers, while NDAs are standard for preliminary discussions and employee relationships
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