This International Non Disclosure Agreement template is specifically designed for protecting confidential information in cross-border business relationships where Indonesian law governs the arrangement. It is particularly useful when Indonesian companies or individuals share sensitive business information with foreign entities, or vice versa. The document incorporates essential elements of Indonesian trade secret protection laws, including Law No. 30 of 2000 and relevant regulations on electronic transactions and data protection. It provides comprehensive coverage for various types of confidential information, including trade secrets, technical know-how, business strategies, and intellectual property. The agreement is structured to be enforceable under Indonesian law while meeting international standards for confidentiality agreements, making it suitable for a wide range of business relationships, from preliminary business discussions to long-term strategic partnerships.
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1. Parties: Identification of all parties to the agreement, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, purpose of the relationship, and general intent of the parties
3. Definitions: Detailed definitions of key terms, including 'Confidential Information', 'Representatives', 'Permitted Purpose', and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and by legal requirement
7. Security Measures: Required security measures for protecting confidential information, including digital security requirements under Indonesian law
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Breach and Remedies: Consequences of breach and available remedies under Indonesian law
11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
12. General Provisions: Standard clauses including severability, amendments, and entire agreement provisions
1. Data Protection Compliance: Specific provisions for handling personal data, required if confidential information includes personal data
2. Cross-Border Data Transfer: Specific provisions for international data transfer, needed if confidential information will cross borders
3. Intellectual Property Rights: Provisions clarifying IP ownership and rights, needed if confidential information includes IP
4. Employee and Representative Obligations: Specific provisions for employee compliance, needed if agreement covers employee access to information
5. Electronic Information Storage: Provisions for digital storage and protection, needed if information will be stored electronically
6. Competing Activities: Non-compete or non-solicitation provisions, optional depending on business relationship
7. Insurance Requirements: Obligations to maintain specific insurance coverage, relevant for high-value or high-risk information
8. Language Requirements: Provisions for dual-language agreement and prevailing language, needed if parties require bilingual agreement
1. Schedule 1 - Detailed Description of Confidential Information: Comprehensive list or categories of information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Detailed security measures and protocols required for information protection
4. Schedule 4 - Permitted Purpose Details: Detailed description of the specific purposes for which confidential information may be used
5. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality undertakings to be signed by representatives or employees
6. Appendix B - Data Processing Requirements: Specific requirements for data processing if applicable to the agreement
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