This Simple Non-Disclosure Agreement is essential for businesses and individuals operating in Indonesia who need to protect confidential information during business discussions, negotiations, or collaborative projects. The document complies with Indonesian legal requirements, particularly Law No. 30 of 2000 on Trade Secrets and relevant provisions of the Indonesian Civil Code. It is commonly used before entering into detailed business discussions, during due diligence processes, or when engaging with external consultants or service providers. The agreement provides a foundation for protecting proprietary information while being straightforward enough for routine business use.
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1. Parties: Identification of the disclosing and receiving parties, including their legal names, addresses, and company registration details
2. Background: Brief context of why the NDA is being entered into and the general purpose of the disclosure
3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant definitions
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including duty to maintain secrecy and standard of care
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and advisors
7. Term and Survival: Duration of the agreement and which obligations survive termination
8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
9. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
10. Execution: Signature blocks and execution details
1. Intellectual Property Rights: Section clarifying that no IP rights are transferred - include when dealing with technical information or creative works
2. Security Measures: Specific security requirements for protecting confidential information - include for technical or highly sensitive information
3. Non-Solicitation: Prohibition on soliciting employees or customers - include when sharing business-sensitive information
4. Remedies: Specific remedies including injunctive relief - include for high-value or highly sensitive information
5. Force Majeure: Provisions for unforeseen circumstances - include when agreement spans longer periods
6. Language: Dual language provisions (Indonesian/English) - include when one party is non-Indonesian
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information
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