This Supplier Non Disclosure Agreement is essential for businesses operating in Indonesia that need to share confidential information with their suppliers. The document should be used before engaging in detailed discussions with potential or existing suppliers where proprietary information, trade secrets, or sensitive business data will be disclosed. It is specifically drafted to comply with Indonesian legal requirements, including Law No. 30 of 2000 on Trade Secrets and relevant provisions of the Indonesian Civil Code. The agreement includes comprehensive confidentiality provisions, clear definitions of protected information, security requirements, and enforcement mechanisms. It is particularly important in industries where intellectual property protection is crucial or where suppliers need access to sensitive operational, technical, or business information.
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1. Parties: Identification of the disclosing party (company) and receiving party (supplier), including full legal names and registered addresses
2. Background: Context of the relationship between parties and purpose of sharing confidential information
3. Definitions: Key terms including 'Confidential Information', 'Authorized Purpose', 'Representatives', and 'Affiliate'
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 and standard of care
6. Permitted Disclosures: Circumstances under which confidential information may be shared with third parties
7. Security Measures: Required security protocols for protecting confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination
9. Term and Termination: Duration of the agreement and termination provisions
10. Breach and Remedies: Consequences of breach and available legal remedies
11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Electronic Information Security: Specific provisions for digital information security, required when confidential information will be shared electronically
2. Intellectual Property Rights: Additional provisions protecting IP rights, needed when confidential information includes patentable or copyrightable material
3. Export Control: Required when confidential information may be subject to export control regulations
4. Data Privacy Compliance: Necessary when confidential information includes personal data
5. Non-Competition: Optional restrictions on competitive activities, if relevant to the supplier relationship
6. Audit Rights: Rights to audit supplier's compliance with confidentiality obligations, recommended for high-risk relationships
7. Insurance Requirements: Mandatory insurance coverage for data breaches, recommended for sensitive information
8. Force Majeure: Provisions for handling confidential information during force majeure events
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and procedures to be followed
4. Schedule 4 - Approved Subcontractors: List of pre-approved third parties who may receive confidential information
5. Appendix A - Form of Confidentiality Undertaking: Template for individual confidentiality undertakings by supplier's personnel
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Retail
Healthcare
Financial Services
Telecommunications
Energy
Construction
Automotive
Food and Beverage
Pharmaceuticals
Electronics
Logistics
Professional Services
Agriculture
Relevant Teams
Legal
Procurement
Supply Chain
Operations
Risk and Compliance
Commercial
Vendor Management
Information Technology
Research and Development
Finance
Business Development
Relevant Roles
Procurement Manager
Supply Chain Director
Legal Counsel
Contracts Administrator
Vendor Relations Manager
Chief Procurement Officer
Purchasing Officer
Operations Manager
Commercial Director
Risk Manager
Compliance Officer
Business Development Manager
Project Manager
Technical Director
Chief Technology Officer
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