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Vendor Non Disclosure Agreement for Indonesia

Vendor Non Disclosure Agreement Template for Indonesia

A comprehensive non-disclosure agreement template designed for use with vendors under Indonesian law, incorporating key provisions from the Indonesian Civil Code and Trade Secrets Law No. 30 of 2000. This document establishes confidentiality obligations for vendors accessing sensitive business information, incorporating specific Indonesian legal requirements while maintaining international best practices. The agreement includes provisions for data protection, information security, and remedies available under Indonesian jurisdiction, making it suitable for both domestic and international vendor relationships while ensuring compliance with local legal frameworks.

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What is a Vendor Non Disclosure Agreement?

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.

What sections should be included in a Vendor Non Disclosure Agreement?

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

What sections are optional to include in a Vendor Non Disclosure Agreement?

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

What schedules should be included in a Vendor Non Disclosure Agreement?

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

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Indonesia

Publisher

Ƶ

Cost

Free to use
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

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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