This Vendor Non Disclosure Agreement is essential for businesses operating in Indonesia that need to protect confidential information when engaging with vendors, suppliers, or service providers. The document is structured to comply with Indonesian law, particularly the Civil Code and Trade Secrets Law No. 30 of 2000, while incorporating international best practices for confidentiality protection. It should be used before sharing any sensitive business information with vendors, including technical specifications, business processes, customer data, or proprietary information. The agreement is designed to be adaptable across various industries while maintaining enforceability under Indonesian jurisdiction, making it suitable for both local and international vendor relationships. It includes specific provisions for information handling, security requirements, and breach remedies that align with Indonesian legal requirements.
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1. Parties: Identification of the disclosing party (company) and receiving party (vendor), including full legal names, addresses, and company registration numbers
2. Background: Context of the business relationship and purpose of sharing confidential information
3. Definitions: Define key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and other relevant terms
4. Scope of Confidentiality: Detailed description of what constitutes confidential information and exclusions
5. Obligations of Confidentiality: Core confidentiality obligations, including protection standards and prohibited actions
6. Permitted Disclosures: Circumstances under which confidential information may be shared, including with employees and professional advisors
7. Security Measures: Required security measures for protecting confidential information
8. Return or Destruction: Obligations regarding the return or destruction of confidential information upon request or termination
9. Term and Survival: Duration of the agreement and survival of obligations after termination
10. Breach and Remedies: Consequences of breach and available remedies under Indonesian law
11. General Provisions: Standard provisions including notices, amendments, governing law, and jurisdiction
1. Intellectual Property Rights: Additional provisions specifically protecting IP rights when confidential information includes IP - use when dealing with technical information or trade secrets
2. Data Protection: Specific provisions for handling personal data - include when confidential information may contain personal data
3. Electronic Information Security: Specific provisions for electronic data security - include when information is primarily shared electronically
4. Third Party Rights: Provisions regarding confidential information belonging to third parties - include when vendor may have access to third party information
5. Export Control: Provisions regarding international transfer of information - include for international vendors or when information may cross borders
6. Non-Solicitation: Restrictions on soliciting employees or customers - include when vendor will have access to employee or customer information
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information considered confidential
2. Schedule 2 - Authorized Representatives: List of authorized personnel who may access 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
5. Appendix B - Data Destruction Certificate: Template certificate for confirming destruction of confidential information
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology and Software
Manufacturing
Financial Services
Healthcare
Professional Services
Retail and E-commerce
Telecommunications
Energy and Resources
Construction
Pharmaceuticals
Logistics and Supply Chain
Consumer Goods
Industrial Services
Media and Entertainment
Relevant Teams
Legal
Procurement
Vendor Management
Information Security
Compliance
Risk Management
Operations
Information Technology
Finance
Supply Chain
Corporate Services
Business Development
Relevant Roles
Legal Counsel
Procurement Manager
Vendor Management Officer
Contract Administrator
Chief Legal Officer
Chief Information Security Officer
Supply Chain Manager
Operations Director
Project Manager
Information Technology Manager
Compliance Officer
Risk Management Officer
Business Development Manager
Chief Financial Officer
Chief Technology Officer
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