Indemnification In Non Disclosure Agreement

Indemnification In Non Disclosure Agreement Template for Indonesia

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Key Requirements PROMPT example:

"I need an Indemnification In Non Disclosure Agreement that will protect my technology company's IP when sharing software development specifications with an Indonesian manufacturing partner, with strong indemnification provisions for any unauthorized disclosure of our source code or technical specifications."

Document background

This Indemnification In Non Disclosure Agreement template is designed for use in Indonesian business contexts where parties need to share confidential information while establishing clear indemnification obligations. The document is particularly relevant for business transactions, joint ventures, service agreements, and other commercial relationships where sensitive information needs protection, and parties require specific remedies and indemnification provisions. It combines standard NDA protections with robust indemnification clauses that comply with Indonesian law, making it suitable for both domestic and international business relationships subject to Indonesian jurisdiction. The document addresses key areas of concern including scope of confidential information, indemnification triggers, and enforcement mechanisms, while ensuring compliance with Indonesian Civil Code requirements and relevant commercial regulations.

Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including their legal names, addresses, and registration numbers if applicable

2. Background: Context of the agreement, relationship between the parties, and purpose of sharing confidential information

3. Definitions: Detailed definitions of key terms, including 'Confidential Information', 'Indemnification', 'Losses', and other relevant terms

4. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information

5. Scope of Indemnification: Detailed description of indemnification obligations, including what losses are covered and under what circumstances

6. Exceptions to Confidentiality: Circumstances under which confidential information may be disclosed, such as court orders or regulatory requirements

7. Term and Survival: Duration of the agreement and which provisions survive termination

8. Remedies: Available remedies in case of breach, including specific performance and monetary damages

9. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

10. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and choice of forum for dispute resolution

11. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Third Party Rights: Provisions addressing the rights of third parties who may be affected by the confidential information or indemnification obligations

2. Insurance Requirements: Requirements for insurance coverage related to indemnification obligations

3. Security Measures: Specific technical or physical security measures required for protecting confidential information

4. Employee and Representative Obligations: Additional provisions for ensuring compliance by employees and representatives

5. Force Majeure: Provisions addressing circumstances beyond parties' control affecting performance

6. Alternative Dispute Resolution: Procedures for mediation or arbitration before resort to courts

7. Data Privacy Compliance: Specific provisions relating to personal data protection under Indonesian law

Suggested Schedules

1. Schedule A - Designated Confidential Information: Detailed list or categories of information designated as confidential

2. Schedule B - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule C - Security Protocols: Specific procedures and requirements for handling confidential information

4. Schedule D - Indemnification Procedures: Detailed procedures for making and responding to indemnification claims

5. Appendix 1 - Notice Requirements: Forms and procedures for required notices under the agreement

6. Appendix 2 - Destruction Certificate: Form for certifying destruction of confidential information when required

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok��˰� | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology and Software

Manufacturing

Financial Services

Healthcare and Pharmaceuticals

Energy and Resources

Professional Services

Telecommunications

Research and Development

Consumer Goods

Industrial Services

Mining and Natural Resources

Education and Training

Relevant Teams

Legal

Compliance

Executive Leadership

Business Development

Research and Development

Finance

Human Resources

Information Technology

Risk Management

Corporate Affairs

Intellectual Property

Operations

Procurement

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Compliance Officer

Business Development Manager

Chief Financial Officer

Project Manager

Research Director

Chief Technology Officer

Human Resources Director

Procurement Manager

Intellectual Property Manager

Risk Manager

Corporate Secretary

Operations Director

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