This Non-Mutual NDA template is specifically designed for use in Indonesia when one party (the Disclosing Party) needs to share confidential information with another party (the Receiving Party) while maintaining strict control over that information. The document is particularly relevant for situations such as vendor evaluations, potential business partnerships, employment discussions, or investment negotiations where information flow is predominantly one-directional. The agreement incorporates essential elements of Indonesian law, including provisions from Law No. 30 of 2000 on Trade Secrets and the recently enacted Personal Data Protection Law (Law No. 27 of 2022), ensuring robust protection for confidential information while maintaining enforceability under Indonesian jurisdiction. This template is structured to provide comprehensive protection while remaining adaptable to various business contexts and industries.
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1. Parties: Identification of the Disclosing Party and Receiving Party, including full legal names, addresses, and company registration details as required under Indonesian law
2. Background: Context of the disclosure relationship, purpose of sharing confidential information, and the one-way nature of the disclosure
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', and 'Representatives'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core obligations of the Receiving Party regarding the protection and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which the Receiving Party may disclose information to authorized representatives or as required by law
7. Security Measures: Specific measures the Receiving Party must implement to protect confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Breach and Remedies: Consequences of breach and available legal remedies including injunctive relief
11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for dispute resolution
12. Execution: Signature blocks and execution requirements complying with Indonesian law
1. Restricted Activities: Additional restrictions on the Receiving Party's activities, such as non-solicitation or non-competition provisions, used when there's a specific competitive concern
2. Survival: Specific provisions about which obligations survive termination, used when requiring extended confidentiality periods
3. Assignment: Restrictions on assignment of rights and obligations, used when transfer of rights needs to be specifically controlled
4. Data Privacy Compliance: Specific provisions relating to personal data protection under Indonesian law, used when confidential information includes personal data
5. Force Majeure: Provisions for unforeseen circumstances affecting performance, used in longer-term NDAs
6. Insurance Requirements: Obligations to maintain specific insurance coverage, used when dealing with highly sensitive or valuable information
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information considered confidential under the agreement
2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling confidential information
4. Appendix A - Form of Acknowledgment: Template for acknowledgment to be signed by representatives who will have access to confidential information
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Technology
Manufacturing
Financial Services
Healthcare
Pharmaceutical
Professional Services
Research & Development
Energy & Resources
Telecommunications
E-commerce
Real Estate
Education
Retail
Automotive
Maritime
Relevant Teams
Legal
Human Resources
Procurement
Research & Development
Business Development
Executive Leadership
Finance
Information Technology
Operations
Compliance
Innovation
Corporate Communications
Vendor Management
Investment Relations
Intellectual Property
Relevant Roles
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Business Development Manager
Human Resources Director
Procurement Manager
Research Director
Project Manager
Investment Relations Manager
Chief Technology Officer
Chief Financial Officer
Vendor Relations Manager
Compliance Officer
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Innovation Director
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