The Client Confidentiality Agreement serves as a crucial legal instrument for businesses operating in Indonesia who need to share sensitive information with external parties while maintaining its confidentiality. This document is essential when engaging with service providers, consultants, or potential business partners where proprietary information, trade secrets, or personal data must be disclosed. The agreement ensures compliance with Indonesian legal requirements, including the Personal Data Protection Law (Law No. 27 of 2022) and Trade Secrets Law (Law No. 30 of 2000), while providing robust protection for confidential information. It is particularly relevant in today's business environment where data protection and information security are paramount concerns. The document includes comprehensive provisions for handling confidential information, security measures, breach notifications, and remedies, tailored to meet both Indonesian legal requirements and international best practices.
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1. Parties: Identification and details of the disclosing party and receiving party
2. Background: Context of the relationship between parties and purpose of sharing confidential information
3. Definitions: Definitions of key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Personal Data'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
6. Permitted Uses and Disclosures: Specified circumstances under which confidential information may be used or disclosed
7. Security Measures: Required security measures for protecting confidential information
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
9. Term and Termination: Duration of the agreement and termination provisions
10. Breach and Remedies: Consequences of breach and available remedies
11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
1. Data Protection Compliance: Additional provisions specifically addressing compliance with Indonesian Personal Data Protection Law - include when personal data is involved
2. Employee and Representatives Obligations: Specific provisions regarding employees and representatives who will have access to confidential information - include for corporate recipients
3. Intellectual Property Rights: Provisions clarifying ownership and IP rights - include when confidential information includes IP
4. Non-Solicitation: Restrictions on soliciting employees or clients - include when there's risk of talent or client poaching
5. Export Control: Provisions regarding international transfer of information - include for cross-border relationships
6. Force Majeure: Provisions for unforeseen circumstances - include for long-term agreements
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered
2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access confidential information
3. Schedule 3 - Security Protocols: Detailed security measures and protocols for handling confidential information
4. Appendix A - Form of Representative Undertaking: Template confidentiality undertaking for representatives
5. Appendix B - Data Destruction Certificate: Template certificate confirming destruction of confidential information
Relevant legal definitions
Confidential Information
Personal Data
Trade Secrets
Permitted Purpose
Authorized Representatives
Affiliates
Business Day
Disclosing Party
Receiving Party
Representatives
Permitted Disclosees
Security Breach
Confidential Materials
Intellectual Property Rights
Group
Services
Term
Data Controller
Data Processor
Proprietary Information
Security Requirements
Third Party
Working Hours
Legitimate Interest
Force Majeure Event
Related Entity
Sensitive Information
Business Information
Technical Information
Financial Information
Personal Data
Trade Secrets
Permitted Purpose
Authorized Representatives
Affiliates
Business Day
Disclosing Party
Receiving Party
Representatives
Permitted Disclosees
Security Breach
Confidential Materials
Intellectual Property Rights
Group
Services
Term
Data Controller
Data Processor
Proprietary Information
Security Requirements
Third Party
Working Hours
Legitimate Interest
Force Majeure Event
Related Entity
Sensitive Information
Business Information
Technical Information
Financial Information
Clauses
Confidentiality
Data Protection
Information Security
Permitted Use
Non-Disclosure
Return of Information
Data Destruction
Breach Notification
Remedies
Term and Duration
Indemnification
Warranties
Force Majeure
Assignment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Notices
Amendments
Third Party Rights
Waiver
Costs
Counterparts
Intellectual Property
Representatives Obligations
Security Measures
Compliance with Laws
Non-Solicitation
Survival
Data Protection
Information Security
Permitted Use
Non-Disclosure
Return of Information
Data Destruction
Breach Notification
Remedies
Term and Duration
Indemnification
Warranties
Force Majeure
Assignment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Notices
Amendments
Third Party Rights
Waiver
Costs
Counterparts
Intellectual Property
Representatives Obligations
Security Measures
Compliance with Laws
Non-Solicitation
Survival
Relevant Industries
Technology
Financial Services
Healthcare
Manufacturing
Professional Services
Telecommunications
Energy
Real Estate
Retail
Education
Construction
Mining
Pharmaceuticals
Media and Entertainment
Logistics
Relevant Teams
Legal
Compliance
Information Technology
Information Security
Risk Management
Procurement
Business Development
Human Resources
Operations
Finance
Commercial
Research and Development
Relevant Roles
Chief Executive Officer
Legal Counsel
Compliance Officer
Business Development Manager
Project Manager
Chief Information Officer
Chief Technology Officer
Chief Financial Officer
HR Director
Operations Manager
Procurement Manager
Commercial Director
Risk Manager
Information Security Officer
Contract Manager
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