Non Disclosure Non Use And Non Circumvention Agreement Template for Indonesia

The Non Disclosure Non Use And Non Circumvention Agreement is essential for businesses operating in Indonesia who need to protect their confidential information and business relationships during negotiations, partnerships, or other commercial interactions. This document is particularly relevant when parties are exploring potential business opportunities, sharing sensitive information, or engaging in preliminary discussions that could lead to more substantial business relationships. It incorporates specific provisions required under Indonesian law, including compliance with the Civil Code (Kitab Undang-Undang Hukum Perdata) and Trade Secrets Law. The agreement is designed to prevent misuse of confidential information, unauthorized disclosure to third parties, and any attempts to bypass or circumvent existing business relationships, making it particularly valuable for international business transactions and domestic partnerships within Indonesia.

1. Parties: Identification of all parties to the agreement, including full legal names, addresses, and company registration details

2. Background: Context of the business relationship and purpose of entering into the agreement

3. Definitions: Detailed definitions of key terms including Confidential Information, Authorized Purpose, Representatives, and Circumvention

4. Scope of Agreement: Overview of the three main obligations and their general application

5. Confidential Information: Detailed description of what constitutes confidential information and exclusions

6. Non-Disclosure Obligations: Specific obligations regarding the protection and non-disclosure of confidential information

7. Non-Use Obligations: Restrictions on the use of confidential information and permitted purposes

8. Non-Circumvention Obligations: Provisions preventing direct or indirect circumvention of business relationships

9. Permitted Disclosures: Circumstances under which confidential information may be disclosed

10. Security Measures: Required procedures and measures for protecting confidential information

11. Return or Destruction of Information: Obligations regarding the handling of confidential information upon termination

12. Term and Termination: Duration of the agreement and termination provisions

13. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

14. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments