Non Reliance Letter Hold Harmless Letter Template for Indonesia

When you're sharing sensitive business information in Indonesia, you need robust legal protection against potential claims and liability. A Non Reliance Letter Hold Harmless Letter provides this essential safeguard by creating a clear legal framework that protects information providers while establishing the recipient's acknowledgment that they are not relying on the shared information for their decisions.

When do you need this document?

You should use this document whenever you're sharing preliminary, unverified, or potentially incomplete business information with another party. This commonly occurs during due diligence processes where investment banks or financial advisors share company data with potential buyers. Corporate sellers frequently require this protection when providing financial statements, market analysis, or operational data to interested parties. Professional services firms also rely on these letters when sharing client-related information or industry insights that may influence business decisions. The document is particularly valuable when parent companies share subsidiary information or when businesses exchange commercially sensitive data during merger discussions.

Key legal considerations

Under Indonesian law, your non-reliance and hold harmless provisions must comply with fundamental contract principles outlined in Article 1320 of the Civil Code, ensuring mutual consent, legal capacity, specific subject matter, and lawful cause. The good faith principle under Article 1338 requires that your disclaimer language is clear and not misleading to the recipient. You must carefully balance liability limitations with consumer protection requirements under Law No. 8 of 1999, ensuring your hold harmless clauses don't violate mandatory consumer rights. For corporate transactions, compliance with Law No. 40 of 2007 on Limited Liability Companies is essential, particularly regarding the scope of representations and warranties. Include specific dispute resolution mechanisms referencing Law No. 30 of 1999 on Arbitration to ensure enforceability of your hold harmless provisions.

Legal requirements in Indonesia

Indonesian law requires that your letter includes proper party identification with complete company registration details where applicable, ensuring legal capacity under the Civil Code. The document must clearly specify the scope and nature of information being shared, as vague descriptions may weaken your legal protection. Your non-reliance clauses must be explicit and unambiguous, stating that the recipient acknowledges the preliminary nature of the information and will conduct independent verification. Include specific reference to applicable Indonesian laws governing your transaction type, whether under corporate law, consumer protection, or commercial regulations. Ensure your hold harmless provisions are proportionate and don't attempt to exclude liability for willful misconduct or gross negligence, as Indonesian courts may invalidate overly broad disclaimers. Consider including governing law clauses specifying Indonesian jurisdiction and referencing appropriate dispute resolution mechanisms to strengthen enforceability.