This Model NDA is specifically designed for use in Indonesia and complies with Indonesian legal requirements, including the Indonesian Civil Code and Law No. 30 of 2000 on Trade Secrets. It serves as a foundational document for businesses and individuals needing to protect confidential information during business discussions, partnerships, or employment relationships. The document is particularly relevant for both domestic Indonesian transactions and international business relationships where Indonesian law governs the agreement. It can be used either as a unilateral or mutual NDA and includes comprehensive provisions for defining confidential information, permitted uses, security measures, and remedies for breach. The Model NDA is structured to accommodate various business contexts while maintaining enforceability under Indonesian law.
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1. Parties: Identification of the disclosing and receiving parties, including their legal names, addresses, and company registration numbers
2. Background: Context of the agreement, including the purpose of sharing confidential information and the relationship between the parties
3. Definitions: Definitions of key terms, especially 'Confidential Information', 'Representatives', 'Permitted Purpose', and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions, security measures, and standard of care
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and by legal requirement
7. Term and Survival: Duration of the agreement and survival of obligations after termination
8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
9. Remedies: Available remedies in case of breach, including injunctive relief and damages
10. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
1. Non-Solicitation: Prevents solicitation of employees or customers, included when parties have access to sensitive relationship information
2. Non-Competition: Restricts competitive activities, used when detailed business strategies or trade secrets are shared
3. Electronic Information Security: Specific provisions for handling digital information, included when significant electronic data is shared
4. Export Control: Compliance with export control laws, included for international dealings or sensitive technology
5. Data Privacy: Specific provisions for handling personal data, included when personal information may be shared
6. Reverse Engineering: Prohibition on reverse engineering, included when sharing product samples or technical information
7. Force Majeure: Provisions for unforeseen circumstances, included in longer-term NDAs
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Healthcare
Financial Services
Professional Services
Energy
Mining
Real Estate
Consumer Goods
Telecommunications
Education
Research & Development
Pharmaceuticals
Agriculture
Construction
Relevant Teams
Legal
Human Resources
Business Development
Research and Development
Executive Leadership
Information Technology
Finance
Operations
Procurement
Corporate Affairs
Compliance
Innovation
Strategic Planning
Investment
Relevant Roles
Chief Executive Officer
Legal Counsel
Business Development Manager
Human Resources Director
Chief Technology Officer
Research Director
Project Manager
Investment Manager
Operations Manager
Procurement Manager
Chief Financial Officer
Compliance Officer
Corporate Secretary
Innovation Manager
Strategic Partnership Director
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