The NDA Partnership Agreement serves as a critical legal instrument for businesses operating in Indonesia who wish to establish formal partnerships while protecting their confidential information and trade secrets. This document type is particularly relevant in today's business environment where collaborative ventures often require significant information sharing before and during the partnership. The agreement combines elements of both a traditional NDA and a partnership agreement, providing comprehensive protection under Indonesian law while establishing the framework for business collaboration. It is especially useful for companies entering into joint ventures, strategic alliances, or long-term business relationships where proprietary information needs to be shared. The document ensures compliance with Indonesian regulations, including the Civil Code (KUHPerdata), Trade Secrets Law, and relevant business regulations, while providing flexible terms that can be customized to specific partnership needs.
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1. Parties: Identification of all parties entering into the agreement, including their legal names, registration numbers, and addresses
2. Background: Context of the partnership and purpose of the agreement, including the intent to share confidential information
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Partnership', 'Permitted Purpose', and other relevant terms
4. Scope of Partnership: Detailed description of the partnership relationship and its boundaries
5. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
6. Permitted Uses and Disclosures: Specific circumstances under which confidential information may be used or disclosed
7. Security Measures: Required security measures for protecting confidential information
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Breach and Remedies: Consequences of breach and available remedies
11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Intellectual Property Rights: Specific provisions regarding IP ownership and licenses when the partnership involves IP creation or sharing
2. Data Protection: Additional provisions for handling personal data when the partnership involves processing of personal information
3. Non-Competition: Restrictions on competitive activities, if relevant to the partnership
4. Force Majeure: Provisions for unforeseen circumstances preventing performance
5. Insurance Requirements: Specific insurance obligations for partners when the partnership involves significant risks
6. Assignment and Succession: Rules for transferring rights and obligations, particularly relevant for long-term partnerships
7. Dispute Resolution: Alternative dispute resolution mechanisms such as mediation or arbitration
1. Schedule 1 - Description of Confidential Information: Detailed list and categories of information considered confidential
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols to be followed
4. Schedule 4 - Partnership Scope Details: Detailed description of partnership activities and responsibilities
5. Appendix A - Required Forms: Standard forms for confidentiality acknowledgments, destruction certificates, etc.
6. Appendix B - Reporting Templates: Templates for required reports or notifications under the agreement
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Professional Services
Healthcare
Education
Financial Services
Energy
Real Estate
Retail
Agriculture
Mining
Transportation
Telecommunications
Construction
Research & Development
Relevant Teams
Legal
Business Development
Executive Leadership
Operations
Finance
Strategy
Research & Development
Commercial
Compliance
Project Management
Information Technology
Corporate Affairs
Relevant Roles
Chief Executive Officer
Managing Director
Business Development Manager
Legal Counsel
Chief Operating Officer
Partnership Manager
Contract Manager
Chief Financial Officer
Project Manager
Head of Strategy
Research Director
Chief Technology Officer
Commercial Director
Operations Manager
Compliance Officer
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