A Due Diligence Confidentiality Agreement is essential in Indonesian business transactions where one party needs to examine the confidential business information of another party before proceeding with a potential transaction. This document is typically used in mergers, acquisitions, investments, or strategic partnerships where detailed company information must be shared for evaluation purposes. The agreement must comply with Indonesian legal requirements, particularly the Trade Secrets Law and ITE Law, while providing robust protection for sensitive business information. It establishes the framework for information sharing, including access restrictions, handling requirements, and confidentiality obligations. This type of agreement is particularly crucial in Indonesia's business environment, where protection of trade secrets and confidential information requires specific legal considerations under local law.
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1. Parties: Identification of the disclosing party and receiving party, including full legal names and addresses
2. Background: Context of the due diligence process, purpose of the agreement, and nature of the proposed transaction
3. Definitions: Definitions of key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and 'Transaction'
4. Disclosure and Use of Confidential Information: Terms governing how confidential information will be disclosed and restrictions on its use
5. Safeguarding and Security: Obligations regarding the protection and secure storage of confidential information
6. Representatives and Third Parties: Rules about who can access the information and obligations to ensure their compliance
7. Return or Destruction of Confidential Information: Requirements for handling confidential information after the due diligence process
8. Duration and Survival: Term of the agreement and which obligations survive termination
9. Non-Binding Effect: Clarification that the agreement does not obligate parties to proceed with the proposed transaction
10. Remedies: Available remedies in case of breach, including injunctive relief
11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
1. Non-Solicitation: Prevents solicitation of employees or customers, used when there's significant risk of talent or customer poaching
2. Standstill Provisions: Restricts share purchases or hostile takeover attempts, included for publicly traded companies
3. Anti-Trust/Competition Compliance: Special provisions for compliance with competition laws, used in deals with potential competition issues
4. Data Privacy Compliance: Specific provisions for handling personal data, used when personal data is part of due diligence
5. Securities Law Compliance: Provisions regarding insider trading, needed when target is publicly listed
6. Export Control Compliance: Used when confidential information includes technical data subject to export controls
1. Schedule 1 - Authorized Representatives: List of personnel authorized to access confidential information
2. Schedule 2 - Scope of Confidential Information: Detailed description of information covered by the agreement
3. Schedule 3 - Security Protocols: Specific procedures for handling and protecting confidential information
4. Appendix A - Data Room Rules: Rules and procedures for accessing and using the data room
5. Appendix B - Clean Team Procedures: Procedures for handling commercially sensitive information by designated clean team members
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Financial Services
Real Estate
Mining and Resources
Healthcare
Retail
Energy
Telecommunications
Agriculture
Infrastructure
Transportation
Consumer Goods
Pharmaceuticals
Relevant Teams
Legal
Corporate Development
Mergers and Acquisitions
Finance
Compliance
Risk Management
Executive Leadership
Business Development
Investment
Corporate Secretariat
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Development Director
Investment Manager
Due Diligence Manager
Merger & Acquisition Director
Legal Counsel
Compliance Officer
Business Development Director
Investment Banker
Private Equity Manager
Corporate Secretary
Risk Manager
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