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Non Disclosure Agreement Trade Secret
"I need a Non Disclosure Agreement Trade Secret under Indonesian law for my technology company to protect our AI algorithms and software development processes when sharing them with three overseas development partners starting January 2025, with specific provisions for digital security and source code protection."
1. Parties: Identification and details of the disclosing and receiving parties
2. Background: Context of the relationship and purpose of sharing confidential information
3. Definitions: Detailed definitions of Trade Secrets, Confidential Information, and other key terms as per Indonesian Law No. 30 of 2000
4. Scope of Confidential Information: Detailed description of what constitutes trade secrets and confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and protection of trade secrets
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed and to whom
7. Security Measures: Required security measures for protecting trade secrets and confidential information
8. Term and Survival: Duration of the agreement and obligations that survive termination
9. Return or Destruction of Confidential Information: Procedures for returning or destroying confidential information upon request or termination
10. Remedies: Legal remedies available in case of breach, including injunctive relief under Indonesian law
11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
1. Employee and Contractor Obligations: Additional provisions when the receiving party needs to share information with employees or contractors
2. Digital Security Measures: Specific provisions for digital information protection, relevant when confidential information is stored or transmitted electronically
3. Intellectual Property Rights: Additional provisions regarding IP rights when the trade secrets involve patentable innovations or other IP
4. Non-Competition: Restrictions on competitive activities, if applicable to the business relationship
5. Assignment and Succession: Rules for transferring rights and obligations, particularly relevant for corporate parties
6. Audit Rights: Rights to audit compliance with security measures, particularly relevant for high-value trade secrets
7. Force Majeure: Provisions for unforeseen circumstances affecting the ability to protect confidential information
1. Schedule A - Description of Trade Secrets: Detailed description of the specific trade secrets and confidential information covered
2. Schedule B - Authorized Representatives: List of authorized personnel who may access or handle the confidential information
3. Schedule C - Security Protocols: Detailed security measures and protocols for handling confidential information
4. Schedule D - Disclosure Log: Template for recording authorized disclosures of confidential information
5. Appendix 1 - Form of Confidentiality Undertaking: Template confidentiality agreement for employees or contractors who will access the information
Authors
Confidential Information
Disclosing Party
Receiving Party
Authorized Representatives
Permitted Purpose
Affiliate
Representatives
Proprietary Information
Technical Information
Commercial Information
Know-How
Manufacturing Process
Business Methods
Security Measures
Confidential Materials
Derivative Information
Permitted Disclosures
Unauthorized Disclosure
Effective Date
Term
Protection Period
Breach
Digital Information
Business Day
Intellectual Property Rights
Confidentiality Undertaking
Related Parties
Competitor
Restricted Activities
Trade Secret Protection
Information Security
Permitted Use
Disclosure Restrictions
Return of Information
Destruction of Information
Term and Termination
Survival
Remedies
Indemnification
Governing Law
Dispute Resolution
Force Majeure
Assignment
Notice
Severability
Entire Agreement
Amendment
Waiver
Third Party Rights
Data Protection
Intellectual Property
Non-Competition
Non-Solicitation
Audit Rights
Representation and Warranties
Compliance with Laws
Technology and Software Development
Manufacturing and Industrial
Pharmaceutical and Healthcare
Research and Development
Chemical and Materials
Food and Beverage
Electronics and Semiconductors
Automotive
Aerospace and Defense
Financial Services
Biotechnology
Energy and Resources
Consumer Products
Professional Services
Legal
Research and Development
Executive Leadership
Human Resources
Information Technology
Product Development
Operations
Manufacturing
Innovation
Procurement
Information Security
Business Development
Intellectual Property
Chief Executive Officer
Chief Technology Officer
Chief Legal Officer
Legal Counsel
Intellectual Property Manager
Research and Development Director
Business Development Manager
Project Manager
Human Resources Director
Operations Manager
Product Development Manager
Manufacturing Manager
Chief Information Security Officer
Innovation Director
Commercial Director
Procurement Manager
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