Non Disclosure Agreement Due Diligence Template for Indonesia

A Non Disclosure Agreement Due Diligence is a critical legal document that protects your confidential business information when potential investors, buyers, or partners need to evaluate your company for investment, acquisition, or strategic collaboration purposes. This specialized agreement ensures that sensitive information shared during the due diligence process remains confidential and is used only for its intended evaluation purpose.

When do you need this document?

You need a Non Disclosure Agreement Due Diligence when preparing for mergers and acquisitions, seeking investment from venture capital or private equity firms, or exploring strategic partnerships that require detailed company information sharing. This document is essential before allowing potential investors to access your financial statements, customer lists, operational data, trade secrets, or proprietary technology. Investment banks, accounting firms, and due diligence consultants also require this protection when handling your confidential information during transaction processes. The agreement is particularly crucial in competitive bidding situations where multiple parties may be evaluating your business simultaneously.

Key legal considerations

Your agreement must clearly define what constitutes confidential information, including financial data, customer information, business strategies, and technical specifications. The document should specify the permitted uses of information, typically limited to evaluation purposes for the specific transaction under consideration. Include provisions for the return or destruction of confidential materials after the due diligence process concludes, regardless of whether the transaction proceeds. Consider including carve-outs for information that becomes publicly available or was independently developed by the receiving party. The agreement should also address the disclosure of information to authorized representatives such as lawyers, accountants, and financial advisors, while ensuring these parties are bound by similar confidentiality obligations.

Legal requirements in Indonesia

Under Indonesian law, your Non Disclosure Agreement Due Diligence must comply with the Indonesian Civil Code's contract formation requirements, including clear offer, acceptance, and consideration. The agreement must align with Law No. 30 of 2000 on Trade Secrets, which provides legal protection for confidential business information and defines remedies for misappropriation. When sharing electronic information, ensure compliance with Law No. 11 of 2008 on Electronic Information and Transactions, which governs digital data transfer and electronic document validity. The agreement should include provisions for Indonesian court jurisdiction and specify that Indonesian law governs the interpretation and enforcement of the confidentiality obligations. Consider including specific penalties for breach that comply with Indonesian civil remedies and ensure the agreement doesn't violate Law No. 5 of 1999 on monopolistic practices if the information sharing could affect market competition.