This Non-Disclosure Non-Solicitation Agreement is essential for business relationships in Indonesia where parties need to share sensitive information while protecting their business interests. It is commonly used in situations involving business partnerships, potential investments, employee relationships, or vendor engagements. The agreement must comply with Indonesian legal requirements, particularly the Trade Secrets Law and Labor Law, making it suitable for both domestic and international business relationships within Indonesian jurisdiction. It combines confidentiality provisions to protect proprietary information with non-solicitation clauses to prevent poaching of employees or interference with business relationships. The document is particularly relevant in today's competitive business environment where protection of intellectual property and maintenance of business relationships are crucial for success.
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1. Parties: Identification of the parties entering into the agreement, including their legal names, addresses, and company registration details as per Indonesian law requirements
2. Background: Context of the agreement, relationship between the parties, and purpose of entering into the NDA/Non-solicitation arrangement
3. Definitions: Key terms used in the agreement, including 'Confidential Information', 'Trade Secrets', 'Solicitation', 'Restricted Period', and other relevant definitions
4. Confidentiality Obligations: Detailed obligations regarding the protection, use, and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
6. Non-Solicitation Provisions: Restrictions on soliciting employees, customers, or business relationships, including scope and duration
7. Return of Confidential Information: Obligations regarding the return or destruction of confidential information upon request or termination
8. Term and Termination: Duration of the agreement and circumstances under which it may be terminated
9. Breach and Remedies: Consequences of breach and available remedies, including injunctive relief and damages
10. General Provisions: Standard clauses including governing law, jurisdiction, amendments, and notices
1. Security Measures: Specific technical and organizational measures required for protecting confidential information, particularly relevant when dealing with digital assets
2. Intellectual Property Rights: Additional provisions regarding IP ownership and licensing, needed when confidential information includes IP assets
3. Data Privacy Compliance: Specific provisions relating to personal data protection, required when confidential information includes personal data
4. Competition Law Compliance: Specific provisions ensuring compliance with Indonesian competition laws, particularly relevant for non-solicitation restrictions in specific industries
5. Survival Clause: Provisions specifying which obligations survive termination, particularly relevant for long-term protection needs
6. Assignment and Succession: Provisions regarding the transfer of rights and obligations, needed in cases involving potential corporate restructuring
1. Schedule 1 - Confidential Information: Detailed list or categories of information considered confidential under the agreement
2. Schedule 2 - Restricted Entities: List of specific entities or categories of entities covered by non-solicitation provisions
3. Schedule 3 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
4. Schedule 4 - Security Protocols: Specific security measures and protocols for handling confidential information
5. Appendix A - Form of Acknowledgment: Template for acknowledgment by employees or representatives who will have access to confidential information
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Financial Services
Healthcare
Professional Services
Retail
Telecommunications
Energy
Education
Research and Development
Pharmaceuticals
Engineering
Construction
Information Technology
E-commerce
Relevant Teams
Legal
Human Resources
Executive Leadership
Business Development
Procurement
Research and Development
Information Technology
Operations
Sales
Compliance
Corporate Development
Strategic Planning
Investment
Product Development
Partnership Management
Relevant Roles
Chief Executive Officer
Chief Legal Officer
Human Resources Director
Business Development Manager
Legal Counsel
Procurement Manager
Project Manager
Research Director
Technology Officer
Operations Manager
Partnership Manager
Investment Manager
Compliance Officer
Sales Director
Product Manager
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