The Business Sale Non Disclosure Agreement is a crucial legal document used in Indonesian business transactions when a company is considering selling all or part of its business operations. This document becomes necessary at the initial stages of business sale negotiations, typically before detailed due diligence begins. It ensures that sensitive information shared during the sale process remains confidential under Indonesian law, particularly Law No. 30 of 2000 on Trade Secrets and the Indonesian Civil Code. The agreement protects various types of confidential information including financial statements, customer lists, trade secrets, operational procedures, and other proprietary information. It's designed to accommodate both domestic Indonesian transactions and international buyers while ensuring compliance with local regulatory requirements.
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1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and any guarantors or parent companies
2. Background: Context of the potential business sale and purpose of sharing confidential information
3. Definitions: Define key terms including 'Confidential Information', 'Business', 'Permitted Purpose', 'Representatives', and 'Transaction'
4. Scope of Confidentiality: Detailed description of what constitutes confidential information in the context of the business sale
5. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives, advisors, or as required by law
6. Obligations of Receiving Party: Specific duties regarding protection, storage, and use of confidential information
7. Term and Survival: Duration of confidentiality obligations and which provisions survive termination
8. Return or Destruction of Information: Requirements for handling confidential information if the transaction doesn't proceed
9. No Commitment to Transaction: Clarification that the NDA does not obligate parties to proceed with the business sale
10. Remedies: Legal remedies available in case of breach, including injunctive relief
11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and choice of forum for disputes
1. Non-Solicitation: Prevents approaching employees, clients, or suppliers; recommended when detailed business information is shared
2. Exclusivity Period: Prohibits seller from negotiating with other potential buyers; include when requested by serious buyers
3. Anti-Trust Compliance: Special provisions for competitors to ensure compliance with Indonesian competition law
4. Data Privacy Compliance: Additional provisions when personal data is involved in the disclosure
5. Public Announcements: Controls over public statements about the potential transaction; important for sensitive deals
6. Costs: Allocation of costs related to maintaining confidentiality and compliance; used in complex transactions
1. Schedule 1 - Specified Confidential Information: Detailed list of specific documents, data, and information considered confidential
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific procedures for handling and protecting confidential information
4. Appendix A - Form of Confidentiality Undertaking: Template for additional parties who may need to sign confidentiality agreements
5. Appendix B - Data Room Rules: If applicable, rules and procedures for accessing virtual or physical data rooms
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