Data Non Disclosure Agreement Template for Indonesia

A Data Non Disclosure Agreement (NDA) is a legally binding contract that protects confidential information and personal data when shared between parties in Indonesia. Following the implementation of Law No. 27 of 2022 on Personal Data Protection (PDP Law), these agreements have become essential for ensuring compliance with Indonesia's comprehensive data protection framework while safeguarding sensitive business information.

When do you need this document?

You need a Data Non Disclosure Agreement whenever your business involves sharing confidential information or personal data with external parties. This includes technology partnerships where you're sharing proprietary algorithms or customer databases, outsourcing arrangements with service providers who will access your systems, merger and acquisition discussions requiring financial data disclosure, and research collaborations involving sensitive data. The agreement is particularly crucial for healthcare providers sharing patient information, financial institutions exchanging customer data, and businesses engaging consultants or contractors who require access to trade secrets or confidential business strategies.

Key legal considerations

Your NDA must clearly define what constitutes confidential information, including personal data as defined under the PDP Law, trade secrets protected by Law No. 30 of 2000, and proprietary business information. The agreement should specify data processing limitations, security measures required under Indonesian law, and restrictions on data transfers, particularly cross-border transfers which require specific compliance with PDP Law provisions. Duration of confidentiality obligations must be reasonable and enforceable under Indonesian contract law, typically ranging from 2-5 years depending on the nature of information. Include provisions for data return or destruction upon agreement termination, and ensure remedy clauses provide adequate protection including injunctive relief and damages for breaches.

Legal requirements in Indonesia

Under Indonesian law, your Data NDA must comply with the PDP Law's requirements for data processing agreements, including clear identification of data controllers and processors, specification of processing purposes and methods, and mandatory security measures. The agreement must be written in Bahasa Indonesia if one party is an Indonesian entity, and include proper party identification with full legal names and registration details as required by the Indonesian Civil Code. You must incorporate specific provisions for data subject rights under the PDP Law, including access, rectification, and erasure rights. Cross-border data transfers require additional compliance measures including adequacy assessments or standard contractual clauses. The agreement should reference relevant Indonesian laws including the Electronic Information and Transactions Law for digital communications and specify Indonesian courts' jurisdiction for dispute resolution to ensure enforceability under local law.