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Non Use Agreement Template for Indonesia

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Key Requirements PROMPT example:

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."

Document background
This Non-Use Agreement serves as a critical legal instrument under Indonesian law for organizations needing to protect their confidential information, trade secrets, or intellectual property from unauthorized use by other parties. It is commonly employed when sharing sensitive information during business negotiations, joint ventures, or potential collaborations, where the disclosing party needs assurance that their proprietary information will not be used beyond permitted purposes. The agreement must comply with Indonesian legal requirements, including the Civil Code (KUHPerdata), Law No. 30 of 2000 on Trade Secrets, and relevant intellectual property regulations. It typically includes detailed provisions on prohibited uses, security measures, and enforcement mechanisms.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

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

Relevant legal definitions

























Clauses

























Relevant Industries

Technology

Manufacturing

Pharmaceuticals

Financial Services

Professional Services

Research & Development

Software Development

Industrial Design

Biotechnology

Telecommunications

Healthcare

Energy

Automotive

Consumer Electronics

Relevant Teams

Legal

Compliance

Intellectual Property

Research and Development

Information Security

Corporate Governance

Risk Management

Business Development

Product Development

Innovation

Relevant Roles

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

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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