Non Disclosure Non Use And Non Circumvention Agreement Template for Indonesia

When you're engaging in business negotiations or partnerships in Indonesia, protecting your confidential information and business relationships becomes critical. A Non Disclosure Non Use And Non Circumvention Agreement provides comprehensive protection by combining three essential safeguards: preventing disclosure of confidential information, prohibiting unauthorized use of that information, and blocking attempts to circumvent your business relationships.

When do you need this document?

You need this agreement whenever you're sharing sensitive business information with potential partners, investors, or service providers in Indonesia. This is particularly crucial during due diligence processes for mergers and acquisitions, when discussing joint venture opportunities with technology providers, or when engaging consultants who will have access to your trade secrets. The document is also essential when exploring manufacturing partnerships where proprietary processes or formulations will be shared, or when presenting business opportunities to potential investors who could potentially bypass your involvement.

Key legal considerations

Under Indonesian law, this agreement must clearly define what constitutes confidential information and establish specific obligations for each party. The non-disclosure provision prevents unauthorized sharing of your sensitive information with third parties. The non-use clause prohibits the receiving party from utilizing your confidential information for their own benefit or competitive advantage. The non-circumvention component is particularly important as it prevents parties from using the information or contacts you've shared to bypass your involvement in future transactions. You should ensure the agreement includes specific penalties for breach, appropriate duration terms that comply with Indonesian contract law, and clear exceptions for information that becomes publicly available through legitimate means.

Legal requirements in Indonesia

Indonesian law requires that this agreement comply with the Civil Code provisions on contract validity, including mutual consent, legal capacity of parties, and lawful purpose. Under Law No. 30 of 2000 on Trade Secrets, you must clearly identify what information qualifies as trade secrets and ensure it meets the statutory requirements of being secret, having economic value, and being subject to reasonable protection efforts. The agreement must also consider Law No. 5 of 1999 on Anti-Monopoly and Unfair Business Competition to ensure non-circumvention clauses don't create unlawful restraints on trade. If you're sharing information electronically, compliance with the ITE Law (Law No. 11 of 2008) becomes relevant, particularly regarding electronic signatures and digital document validity. The agreement should specify Indonesian law as the governing law and designate Indonesian courts for dispute resolution to ensure enforceability.