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International Confidentiality Agreement
"I need an International Confidentiality Agreement under Indonesian law for a technology joint venture between our Jakarta-based software company and a Singapore tech firm, with special focus on protecting source code and AI algorithms we'll share during the March 2025 project launch."
1. Parties: Identification of all parties to the agreement, including their full legal names, registration numbers, and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of sharing confidential information
3. Definitions: Detailed definitions including 'Confidential Information', 'Permitted Purpose', 'Authorized Representatives', and other key terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and protection requirements
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
7. Data Protection and Security: Specific measures required for protecting confidential information, including cybersecurity requirements
8. Term and Survival: Duration of the agreement and which obligations survive termination
9. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon 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
12. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Non-Solicitation: Optional clause preventing parties from soliciting each other's employees or customers, used when there's significant business relationship risk
2. Non-Competition: Restrictions on competitive activities, included when sharing highly sensitive business information
3. Cross-Border Data Transfers: Specific provisions for international data transfers, required when parties are from different jurisdictions with specific data protection requirements
4. Intellectual Property Rights: Additional provisions regarding IP ownership and licensing, needed when confidential information includes IP
5. Force Majeure: Provisions for unforeseen circumstances, particularly relevant for long-term NDAs
6. Insurance Requirements: Obligations to maintain specific insurance coverage, relevant for high-risk information sharing
7. Audit Rights: Rights to audit compliance with confidentiality obligations, useful for highly sensitive information
1. Schedule 1 - Description of Confidential Information: Detailed categorization and description of the specific confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific technical and organizational security measures required
4. Schedule 4 - Approved Subcontractors: List of approved third parties who may receive confidential information
5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality agreement for employees or contractors
6. Appendix B - Data Destruction Certificate: Template certificate confirming destruction of confidential information
Authors
Permitted Purpose
Authorized Representatives
Affiliates
Business Day
Confidential Materials
Disclosing Party
Receiving Party
Effective Date
Group
Personnel
Representatives
Trade Secrets
Intellectual Property Rights
Personal Data
Security Breach
Permitted Disclosures
Data Protection Laws
Electronic Information
Digital Signature
Proprietary Information
Related Entities
Security Requirements
Confidentiality Period
Destruction Certificate
Force Majeure Event
Jurisdiction
Material Breach
Prohibited Recipients
Reasonable Security Measures
Third Party
Unauthorized Access
Working Hours
Written Notice
Associated Companies
Compliance Requirements
Cross-Border Transfer
Governing Law
Definitions
Confidentiality Obligations
Permitted Use
Permitted Disclosure
Data Protection
Information Security
Return of Information
Term and Termination
Survival
Non-Competition
Non-Solicitation
Intellectual Property
Cross-Border Transfer
Electronic Communications
Force Majeure
Breach and Remedies
Indemnification
Governing Law
Dispute Resolution
Assignment
Notices
Severability
Entire Agreement
Amendment
Counterparts
Third Party Rights
Costs
Waiver
Authority
Technology
Manufacturing
Financial Services
Healthcare
Pharmaceuticals
Energy
Mining
Telecommunications
Professional Services
E-commerce
Research and Development
Automotive
Consumer Goods
Agriculture
Education
Legal
Compliance
Information Security
Research and Development
Business Development
Executive Leadership
Operations
Information Technology
Human Resources
Procurement
Finance
Risk Management
Corporate Affairs
Intellectual Property
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Director
Compliance Officer
Data Protection Officer
Chief Information Security Officer
Business Development Director
Contract Manager
Information Security Manager
Research Director
Project Manager
Chief Technology Officer
Chief Financial Officer
Operations Director
HR Director
Procurement Manager
Strategic Partnership Manager
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