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Non Use Agreement
"I need a Non-Use Agreement under Indonesian law to protect our proprietary software algorithms and source code, which we'll be sharing with a potential partner during technical due diligence meetings scheduled for March 2025."
1. Parties: Identification of the parties entering into the agreement, including their legal names, registration numbers, and addresses
2. Background: Context of the agreement, including the nature of the confidential information or materials subject to non-use restrictions
3. Definitions: Key terms used in the agreement, including 'Confidential Information', 'Prohibited Use', 'Materials', and other relevant definitions
4. Scope of Non-Use: Detailed description of the materials, information, or intellectual property that cannot be used, and specific prohibited activities
5. Confidentiality Obligations: Obligations regarding the protection and non-disclosure of confidential information related to the non-use subject matter
6. Duration: Term of the agreement and survival of obligations after termination
7. Security Measures: Required security measures to prevent unauthorized use or access
8. Return or Destruction of Materials: Obligations regarding the return or destruction of materials containing confidential information
9. Breach and Remedies: Consequences of breach and available remedies, including injunctive relief
10. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for dispute resolution
11. Notices: Process and contact details for serving formal notices under the agreement
12. Execution: Formal execution clause meeting Indonesian law requirements
1. Group Companies: Include when the non-use obligations need to extend to affiliated companies or subsidiaries
2. Intellectual Property Rights: Detailed section on IP rights when the non-use agreement specifically relates to patents, trademarks, or other IP
3. Employee and Contractor Obligations: Include when the receiving party needs to impose obligations on its employees and contractors
4. Insurance: Requirements for insurance coverage when high-value intellectual property is involved
5. Audit Rights: Include when the disclosing party requires rights to audit compliance with non-use obligations
6. Dispute Resolution: Alternative dispute resolution procedures if parties prefer arbitration or mediation
7. Force Majeure: Include when needed to address circumstances preventing compliance with obligations
8. Assignment: Include when transfer of rights needs to be specifically restricted or permitted
1. Schedule 1 - Protected Materials: Detailed list of materials, information, or IP subject to non-use restrictions
2. Schedule 2 - Authorized Representatives: List of individuals authorized to handle protected materials
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for compliance
4. Appendix A - Form of Acknowledgment: Template for acknowledgment by employees or contractors who will have access to protected materials
5. Appendix B - Destruction Certificate: Template certificate confirming destruction of materials when required
Authors
Technology
Manufacturing
Pharmaceuticals
Financial Services
Professional Services
Research & Development
Software Development
Industrial Design
Biotechnology
Telecommunications
Healthcare
Energy
Automotive
Consumer Electronics
Legal
Compliance
Intellectual Property
Research and Development
Information Security
Corporate Governance
Risk Management
Business Development
Product Development
Innovation
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Intellectual Property Manager
Research Director
Chief Technology Officer
Business Development Manager
Compliance Officer
Contract Manager
Chief Information Security Officer
Innovation Director
Product Development Manager
General Counsel
Corporate Secretary
Risk Manager
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