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Vendor NDA

Vendor NDA Template for Indonesia

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Key Requirements PROMPT example:

Vendor NDA

"I need a Vendor NDA governed by Indonesian law for a software development vendor who will have access to our proprietary source code and customer database starting March 2025; the agreement should include strong digital security provisions and data protection clauses."

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Document background
This Vendor NDA template is designed for use in Indonesia when engaging with third-party vendors who require access to confidential business information. The document complies with Indonesian law, particularly Law No. 30 of 2000 on Trade Secrets and the Indonesian Civil Code (KUHPerdata). It should be used before sharing any sensitive information with vendors, including but not limited to trade secrets, proprietary technology, business strategies, customer data, or financial information. The agreement includes comprehensive provisions for information protection, permitted uses, security measures, and enforcement mechanisms suitable for the Indonesian business environment. It is structured to accommodate both domestic and international vendor relationships while maintaining enforceability under Indonesian jurisdiction.
Suggested Sections

1. Parties: Identification of the disclosing party (company) and receiving party (vendor), including registration details as required under Indonesian law

2. Background: Context of the business relationship and purpose of sharing confidential information

3. Definitions: Definition of confidential information, permitted purpose, affiliates, and other key terms

4. Confidentiality Obligations: Core obligations regarding non-disclosure, protection, and use of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be shared with employees, advisors, or as required by law

6. Security Measures: Required security measures for protecting confidential information

7. Return or Destruction: Obligations regarding the return or destruction of confidential information upon termination

8. Term and Survival: Duration of the agreement and surviving obligations

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 disputes

Optional Sections

1. Intellectual Property Rights: Section clarifying ownership of IP rights when confidential information includes intellectual property

2. Data Privacy Compliance: Additional provisions when confidential information includes personal data

3. Export Control: Required when confidential information is subject to export control regulations

4. Non-Solicitation: Optional restrictions on soliciting employees or customers

5. Digital Security Measures: Specific provisions for digital information protection when electronic data is involved

6. Audit Rights: Right to audit vendor's compliance with confidentiality obligations for high-risk relationships

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed description or categories of confidential information covered

2. Schedule 2 - Authorized Representatives: List of authorized representatives who may receive confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols to be followed

4. Appendix A - Form of Acknowledgment: Template for vendor's employees or subcontractors to acknowledge confidentiality obligations

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

alex.den.21@genieai.co
Relevant legal definitions























Clauses























Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Retail

Construction

Professional Services

Telecommunications

Energy

Mining

Agriculture

Food and Beverage

Logistics

E-commerce

Relevant Teams

Legal

Procurement

Information Security

Vendor Management

Operations

Risk and Compliance

Information Technology

Finance

Supply Chain

Corporate Services

Relevant Roles

Procurement Manager

Legal Counsel

Vendor Manager

Contract Administrator

Chief Information Security Officer

Chief Technology Officer

Operations Director

Project Manager

Supply Chain Manager

Compliance Officer

Risk Manager

Information Security Manager

General Counsel

Business Development Manager

Chief Financial Officer

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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