This Non-Disclosure Agreement template is specifically designed for use under Indonesian law when parties need to share sensitive business, technical, or proprietary information. It is particularly relevant for business negotiations, due diligence processes, joint ventures, or any situation where confidential information needs to be protected. The document incorporates provisions from key Indonesian legislation, including Law No. 30 of 2000 on Trade Secrets and the Indonesian Civil Code, ensuring robust protection of confidential information while maintaining compliance with local legal requirements. This NDA can be customized for various business relationships and is structured to provide clear obligations, enforcement mechanisms, and remedies in case of breach, making it suitable for both domestic Indonesian transactions and international business dealings involving Indonesian parties or interests.
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1. Parties: Identifies and provides full legal details of the disclosing and receiving parties, including registration numbers for companies
2. Background/Recitals: Explains the context and purpose of the NDA, including the nature of the business relationship between the parties
3. Definitions: Defines key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and other relevant terms
4. Scope of Confidential Information: Clearly delineates what constitutes confidential information under the agreement
5. Obligations of Receiving Party: Details the receiving party's duties regarding confidentiality, including protection measures and usage restrictions
6. Permitted Disclosures: Specifies circumstances under which confidential information may be disclosed and to whom
7. Term and Termination: Specifies the duration of the agreement and confidentiality obligations, including post-termination obligations
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
9. Remedies: Outlines available remedies in case of breach, including injunctive relief and damages
10. Governing Law and Jurisdiction: Specifies Indonesian law as governing law and defines jurisdiction for dispute resolution
11. Execution: Signature blocks and execution formalities compliant with Indonesian law
1. Third Party Rights: Include when confidential information of third parties might be involved or when third parties might need rights under the NDA
2. Employee and Contractor Obligations: Include when the receiving party needs to share information with employees or contractors
3. Data Protection: Include when confidential information includes personal data subject to data protection laws
4. Intellectual Property Rights: Include when confidential information includes IP that needs specific protection or licensing terms
5. Non-Solicitation: Include when there's a need to prevent poaching of employees or clients
6. Force Majeure: Include when parties want to address circumstances beyond their control affecting confidentiality obligations
7. Alternative Dispute Resolution: Include when parties prefer meditation or arbitration before court proceedings
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information considered confidential under the agreement
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Measures: Specific security protocols and measures required for protecting confidential information
4. Schedule 4 - Permitted Purpose Details: Detailed description of the specific purposes for which confidential information may be used
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Healthcare
Financial Services
Professional Services
Education
Research & Development
Retail
Energy
Mining
Agriculture
Construction
Telecommunications
Entertainment
E-commerce
Biotechnology
Real Estate
Transportation & Logistics
Relevant Teams
Legal
Human Resources
Business Development
Research and Development
Executive Leadership
Operations
Finance
Procurement
Information Technology
Corporate Affairs
Compliance
Product Development
Investment
Innovation
Relevant Roles
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Business Development Manager
Project Manager
Human Resources Director
Research Director
Chief Technology Officer
Investment Manager
Operations Manager
Procurement Manager
Corporate Secretary
Compliance Officer
Contract Manager
Chief Financial Officer
Partnership Manager
Innovation Manager
Product Development Manager
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