This Relationship Non Disclosure Agreement is essential for businesses operating in Indonesia who need to protect confidential information when entering into business partnerships, collaborations, or strategic alliances. The document is designed to comply with Indonesian legal requirements, particularly Law No. 30 of 2000 on Trade Secrets and relevant provisions of the Indonesian Civil Code. It should be used whenever parties intend to share sensitive business information, trade secrets, technical knowledge, or proprietary data in the context of a business relationship. The agreement covers various aspects of confidentiality protection, including clear definitions of confidential information, security requirements, permitted uses, disclosure restrictions, and enforcement mechanisms. It is particularly important given Indonesia's developing legal framework for intellectual property protection and the increasing complexity of business relationships in the region.
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1. Parties: Identification of all parties to the agreement, including their legal names, addresses, and company registration details
2. Background: Context of the relationship and purpose of entering into the NDA
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Representatives', 'Permitted Purpose', and 'Relationship'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law
7. Security Measures: Required procedures and safeguards for protecting confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Duration and Survival: Term of the agreement and survival of obligations after termination
10. Breach and Remedies: Consequences of breach and available remedies, including injunctive relief
11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
1. Non-Competition: Restrictions on competitive activities - include when there's a risk of competitive use of confidential information
2. Non-Solicitation: Restrictions on soliciting employees or customers - relevant for business relationships
3. Data Protection: Specific provisions for handling personal data - include when personal data processing is involved
4. Intellectual Property Rights: Clarification of IP ownership and rights - include when confidential information includes IP
5. Force Majeure: Provisions for unforeseen circumstances - include for long-term relationships
6. Insurance Requirements: Obligations to maintain specific insurance coverage - include for high-risk relationships
7. Audit Rights: Rights to audit compliance - include for complex relationships or sensitive information
1. Schedule 1 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
2. Schedule 2 - Security Protocols: Detailed security measures and procedures for handling confidential information
3. Schedule 3 - Specific Confidential Information: Detailed list or categories of confidential information covered
4. Appendix A - Form of Confidentiality Undertaking: Template undertaking for representatives who will access confidential information
5. Appendix B - Data Processing Requirements: Specific requirements for handling personal or sensitive data if applicable
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Financial Services
Healthcare
Professional Services
Retail
Telecommunications
Energy
Infrastructure
Consumer Goods
Pharmaceuticals
Education
Agriculture
Mining
Construction
Relevant Teams
Legal
Compliance
Business Development
Procurement
Operations
Executive Leadership
Risk Management
Information Technology
Research and Development
Corporate Strategy
Commercial Operations
Project Management
Relevant Roles
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Business Development Manager
Procurement Manager
Partnership Manager
Contract Manager
Chief Operations Officer
Project Manager
Chief Technology Officer
Compliance Officer
Risk Manager
General Manager
Commercial Director
Strategic Alliance Manager
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