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.
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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
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
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
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