The Acquisition Confidentiality Agreement is a critical document used in the early stages of merger and acquisition transactions in Indonesia. It serves as the foundation for protecting confidential information exchanged during preliminary discussions and due diligence processes. This document is essential when companies are exploring potential acquisitions, mergers, or significant investments and need to share sensitive business, financial, or operational information. The agreement must comply with Indonesian legal requirements, including provisions from the Trade Secrets Law, Companies Law, and Personal Data Protection Law. It typically precedes any definitive transaction documents and may remain in effect even if the proposed transaction does not proceed. The agreement is particularly important in the Indonesian context where business relationships and confidentiality are highly valued, and regulatory compliance is strictly enforced.
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1. Parties: Identification of the parties entering into the agreement, including their legal names, registration numbers, and addresses
2. Background: Context of the potential acquisition and purpose of the confidentiality agreement
3. Definitions: Definitions of key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and 'Transaction'
4. Disclosure and Use of Confidential Information: Core obligations regarding the handling and use of confidential information
5. Exceptions to Confidential Information: Standard carve-outs for information that is or becomes public, independently developed, or required to be disclosed by law
6. Security and Control Measures: Required procedures for maintaining security of confidential information
7. Return or Destruction of Confidential Information: Obligations regarding the return or destruction of confidential information upon request or termination
8. Duration and Survival: Term of the agreement and surviving obligations
9. Non-Circumvention: Restrictions on using confidential information to circumvent the disclosing party in the potential transaction
10. Remedies: Available remedies in case of breach, including injunctive relief
11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate provisions including amendments, notices, and severability
1. Non-Solicitation: Restrictions on soliciting employees or customers, included when talent retention is a concern
2. Standstill Provisions: Restrictions on acquiring securities or assets without consent, relevant for public company targets
3. Anti-Money Laundering Compliance: Additional provisions for compliance with AML regulations, included for regulated industries
4. Data Privacy Compliance: Specific provisions addressing compliance with Indonesian data protection laws, included when personal data is involved
5. Electronic Information and Communications: Provisions regarding electronic storage and transmission of confidential information, included when significant digital information sharing is expected
6. Limited License to Use: Terms for limited license to use intellectual property during due diligence, included when IP review is significant
7. Translation: Provisions regarding official language and translations, included when foreign parties are involved
1. Schedule 1 - Authorized Representatives: List of authorized representatives who may receive confidential information
2. Schedule 2 - Security Protocols: Detailed security measures and protocols for handling confidential information
3. Schedule 3 - Disclosure Letter: Format for written disclosure requests and approvals
4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives and advisors
5. Appendix B - Data Room Rules: Rules and procedures for accessing and using the data room, if applicable
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