This Perpetual Non Disclosure Agreement template is specifically designed for use under Indonesian law when parties need to establish an indefinite confidentiality obligation. It is particularly suitable for protecting long-term business interests, trade secrets, and sensitive information that requires protection beyond a standard fixed-term NDA. The document incorporates provisions from Indonesian Trade Secret Law (Law No. 30 of 2000), the Civil Code (KUHPerdata), and relevant commercial regulations. It's commonly used in business transactions, joint ventures, strategic partnerships, and service agreements where ongoing protection of confidential information is crucial. The agreement includes comprehensive definitions of confidential information, stringent protection measures, and enforcement mechanisms specifically adapted to the Indonesian legal framework.
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1. Parties: Identification of the disclosing and receiving parties, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of sharing confidential information
3. Definitions: Detailed definitions including 'Confidential Information', 'Representatives', 'Permitted Purpose', and other key terms
4. Scope of Confidentiality: Detailed description of what constitutes confidential information and explicit exclusions
5. Obligations of Receiving Party: Core confidentiality obligations, standard of care, and security measures required
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed and required procedures
7. Protection Measures: Specific security and protection measures required for maintaining confidentiality
8. Return or Destruction: Requirements for handling confidential information upon request or breach
9. Duration and Survival: Establishes the perpetual nature and survival of obligations
10. Breach and Remedies: Consequences of breach, including injunctive relief and damages
11. Governing Law and Jurisdiction: Specification of Indonesian law and jurisdiction for dispute resolution
12. General Provisions: Standard boilerplate clauses including severability, amendments, and notices
1. Third Party Rights: Required when confidential information includes or belongs to third parties
2. Data Privacy Compliance: Needed when confidential information includes personal data subject to privacy laws
3. Export Control: Required for international agreements involving technical data or controlled information
4. Intellectual Property Rights: Important when confidential information includes IP that needs specific protection
5. Corporate Representatives: Needed when specific individuals or roles are authorized to handle confidential information
6. Digital Security Measures: Required when confidential information is stored or transmitted electronically
7. Competitive Restrictions: Optional provisions regarding non-competition and non-solicitation
8. Force Majeure: May be included to address obligations during extraordinary circumstances
1. Schedule 1 - Categories of Confidential Information: Detailed listing and categorization of confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for different types of confidential information
4. Schedule 4 - Notification Requirements: Detailed procedures for mandatory notifications and reporting requirements
5. Appendix A - Form of Acknowledgment: Template for acknowledgment by representatives who will access confidential information
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Financial Services
Healthcare
Pharmaceuticals
Energy
Mining
Telecommunications
Professional Services
Research & Development
Consumer Goods
Education
Construction
Real Estate
Agriculture
Maritime Industry
Relevant Teams
Legal
Compliance
Executive Leadership
Human Resources
Information Technology
Research and Development
Business Development
Corporate Affairs
Risk Management
Procurement
Information Security
Operations
Finance
Strategic Planning
Relevant Roles
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Business Development Manager
Chief Technology Officer
Research Director
Human Resources Director
Procurement Manager
Project Manager
Information Security Officer
Chief Financial Officer
Operations Director
Company Secretary
Compliance Officer
Innovation Manager
Strategic Partnership Director
Intellectual Property Manager
Risk Management Officer
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