This Standard Non-Disclosure Agreement is essential for businesses operating in Indonesia who need to protect confidential information during business negotiations, partnerships, or employment relationships. The document is designed to comply with Indonesian law, particularly Law No. 30 of 2000 regarding Trade Secrets and relevant provisions of the Indonesian Civil Code. It should be used whenever parties need to share sensitive business information, intellectual property, trade secrets, or other confidential data. The agreement is particularly relevant for international business transactions involving Indonesian entities or operations, as it provides specific protections under local law while maintaining international best practices for confidentiality agreements.
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1. Parties: Identification of the disclosing and receiving parties, including full legal names and addresses
2. Background: Context of the agreement and purpose of sharing confidential information
3. Definitions: Definitions of key terms, especially 'Confidential Information', 'Representatives', and 'Permitted Purpose'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations and standard of care required
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed
7. Protection and Security Measures: Required measures to protect confidential information
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination
9. Term and Termination: Duration of the agreement and termination provisions
10. Governing Law and Jurisdiction: Specification of Indonesian law and jurisdiction
11. Entire Agreement: Standard boilerplate confirming this is the complete agreement between parties
12. Execution: Signature blocks and execution provisions
1. Non-Solicitation: Prevents poaching of employees/clients - include when parties have valuable human resources or client relationships
2. Non-Competition: Restricts competitive activities - include when sharing highly sensitive business information
3. Intellectual Property Rights: Clarifies ownership of IP - include when confidential information includes IP assets
4. Data Protection: Specific provisions for personal data handling - include when confidential information includes personal data
5. Force Majeure: Provisions for unforeseen circumstances - include in long-term NDAs
6. Assignment: Rights to transfer the agreement - include when parties might undergo corporate changes
7. Costs: Allocation of legal and compliance costs - include in complex commercial relationships
1. Schedule 1 - Specified Confidential Information: Detailed list or categories 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 procedures to be followed
4. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality undertaking by representatives
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Financial Services
Healthcare
Real Estate
Energy
Mining
Retail
Professional Services
Education
Telecommunications
Agriculture
Construction
Automotive
Pharmaceuticals
Relevant Teams
Legal
Human Resources
Executive Leadership
Business Development
Research & Development
Information Technology
Finance
Operations
Procurement
Compliance
Corporate Strategy
Mergers & Acquisitions
Relevant Roles
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Business Development Manager
Human Resources Director
Project Manager
Research and Development Director
Chief Technology Officer
Procurement Manager
Investment Director
Chief Financial Officer
Operations Manager
Compliance Officer
Contract Manager
Strategic Partnership Director
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