International Non Disclosure Agreement Template for Indonesia

An International Non Disclosure Agreement (NDA) is a legally binding contract that protects confidential information shared between Indonesian and foreign entities during business discussions, partnerships, or transactions. Under Indonesian law, this document ensures that sensitive information such as trade secrets, technical specifications, business strategies, and proprietary data remains protected when crossing international borders.

When do you need this document?

You need an International NDA when entering preliminary business discussions with foreign partners, sharing technical specifications for manufacturing agreements, or disclosing financial information for potential investments or joint ventures. Indonesian companies expanding internationally often require this protection when sharing market research, customer databases, or operational procedures with overseas partners. Foreign entities seeking to establish operations in Indonesia also need this agreement when accessing local market intelligence, regulatory compliance strategies, or partner evaluation data. Technology companies frequently use International NDAs when sharing software code, algorithms, or technical documentation with international development teams or potential licensees.

Key legal considerations

Your International NDA must clearly define what constitutes confidential information under Indonesian law, including trade secrets protected by Law No. 30 of 2000. The agreement should specify the permitted purposes for information use, duration of confidentiality obligations, and remedies available for breach. Consider including provisions for electronic information protection under Law No. 11 of 2008 on Electronic Information and Transactions, particularly when sharing digital files or conducting virtual meetings. The document must address cross-border data transfer requirements under Government Regulation No. 71 of 2019, especially when confidential information moves between Indonesian and foreign jurisdictions. Include specific clauses covering intellectual property rights, return of confidential materials, and survival of obligations beyond agreement termination.

Legal requirements in Indonesia

Indonesian law requires that International NDAs comply with fundamental contract principles under the Indonesian Civil Code, including clear identification of parties, lawful purpose, and mutual consent. The agreement must specify Indonesian jurisdiction and applicable law to ensure enforceability in Indonesian courts. When involving state-owned enterprises (BUMN), additional regulatory approvals may be required under specific sectoral regulations. For agreements involving foreign investment companies (PMA), compliance with Investment Law No. 25 of 2007 provisions may be necessary. Electronic execution requires compliance with digital signature requirements under the ITE Law, while physical documents need proper notarization for international enforcement. Consider including dispute resolution mechanisms that account for both Indonesian arbitration procedures and international commercial arbitration rules to facilitate cross-border enforcement.