The Non-Disclosure Agreement For Sale Of Business is a critical document used in Indonesian business transactions when a company or business owner is considering selling their business and needs to share sensitive information with potential buyers. This agreement is essential in the preliminary stages of a business sale, typically preceding any definitive sale agreement. It ensures that confidential information shared during due diligence and negotiations is protected under Indonesian law, particularly in accordance with Law No. 30 of 2000 on Trade Secrets and relevant provisions of the Indonesian Civil Code. The document is designed to protect the disclosing party's business interests while allowing sufficient information sharing for the receiving party to evaluate the business opportunity. It includes specific provisions for handling electronic data under Law No. 11 of 2008 on Electronic Information and Transactions, and addresses competition law considerations under Law No. 5 of 1999.
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1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and any other relevant parties
2. Background: Context of the potential business sale and purpose of the NDA
3. Definitions: Defines key terms including 'Confidential Information', 'Purpose', 'Representatives', 'Business', and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the business sale
5. Permitted Purpose: Specifies the authorized uses of confidential information in relation to the potential business sale
6. Obligations of Confidentiality: Core confidentiality obligations and standard of care required
7. Permitted Disclosures: Circumstances under which confidential information may be disclosed to representatives and advisors
8. Protection and Security Measures: Required measures to protect and secure confidential information
9. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information after discussions end
10. Duration of Obligations: Time period for which confidentiality obligations remain in effect
11. Breach and Remedies: Consequences of breach and available remedies
12. General Provisions: Standard provisions including governing law, jurisdiction, and entire agreement
1. Non-Solicitation: Prevents solicitation of employees, customers, or suppliers - included when there's specific concern about talent or relationship poaching
2. Exclusivity Period: Provides for a period of exclusive negotiations - included when seller wants to negotiate with only one potential buyer
3. Public Announcements: Controls over public statements about the potential transaction - included for sensitive or high-profile transactions
4. Inside Information: Special provisions for handling market-sensitive information - included when either party is publicly traded
5. Data Privacy Compliance: Specific provisions for handling personal data - included when personal data forms part of the disclosed information
6. Anti-Trust Compliance: Provisions ensuring compliance with competition laws - included for larger transactions or competitors
1. Schedule 1 - Specified Representatives: List of authorized representatives who may access confidential information
2. Schedule 2 - Disclosed Information: Categories or specific items of confidential information to be disclosed
3. Schedule 3 - Security Protocols: Detailed security measures and protocols for handling confidential information
4. Schedule 4 - Data Room Rules: Rules and procedures for accessing and using the data room if applicable
5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives to sign
6. Appendix B - Acknowledgment of Receipt: Form for acknowledging receipt of confidential information
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Retail
Financial Services
Healthcare
Real Estate
Mining
Agriculture
Telecommunications
Transportation
Energy
Consumer Goods
Professional Services
Education
Hospitality
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Corporate Strategy
Operations
Business Development
Compliance
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Business Development Director
Corporate Development Manager
General Counsel
Legal Counsel
Investment Manager
Mergers & Acquisitions Director
Due Diligence Manager
Corporate Secretary
Finance Director
Operations Director
Strategy Director
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