This Client NDA template is essential for businesses operating in Indonesia who need to protect confidential information shared during client engagements. The document complies with Indonesian legal requirements, including the Civil Code (Kitab Undang-undang Hukum Perdata) and Trade Secrets Law (UU No. 30 Tahun 2000). It's particularly relevant when entering into new client relationships, during contract negotiations, or when sharing sensitive business information, technical data, or trade secrets. The agreement can be customized for various industries while maintaining core protections required under Indonesian law, making it suitable for both domestic and international business relationships where Indonesian law governs the arrangement.
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1. Parties: Identification of the disclosing party (client) and receiving party, including full legal names, addresses, and company registration details as required under Indonesian law
2. Background: Context of the relationship between parties and purpose of sharing confidential information
3. Definitions: Clear definitions of 'Confidential Information', 'Permitted Purpose', 'Authorized Representatives' and other key terms used in the agreement
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including duty of care, non-disclosure, and security measures
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
7. Term and Survival: Duration of the agreement and survival of obligations after termination
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Remedies: Legal remedies available in case of breach, including injunctive relief and damages
10. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for dispute resolution
1. Non-Solicitation: Prevents solicitation of employees or clients, included when there's significant risk of talent or client poaching
2. Data Protection: Additional provisions for personal data protection, required when confidential information includes personal data
3. Intellectual Property Rights: Clarification of IP ownership and rights, needed when confidential information includes IP
4. Export Control: Compliance with export control laws, necessary for international business relationships
5. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term NDAs
6. Anti-Corruption: Compliance with anti-corruption laws, important for government-related contracts or high-risk sectors
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered by 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. Appendix A - Form of Acknowledgment: Template for acknowledgment to be signed by authorized representatives or third parties who will access confidential information
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