Proprietary Information Agreement Template for Indonesia

A Proprietary Information Agreement is a critical legal document that protects your confidential business information when sharing it with third parties in Indonesia. This contract creates binding obligations to maintain secrecy and prevents unauthorized use or disclosure of your valuable trade secrets, customer data, and proprietary technologies.

When do you need this document?

You need a Proprietary Information Agreement whenever you're about to share sensitive business information with external parties. This includes negotiations with potential investors who require access to your financial data and business plans, engaging contractors or consultants who will work with your proprietary systems, entering joint venture discussions where both parties need to exchange confidential information, or conducting due diligence processes for mergers and acquisitions. Technology companies particularly benefit from this agreement when sharing source code, algorithms, or technical specifications with manufacturing partners or service providers.

Key legal considerations

Your agreement must clearly define what constitutes confidential information, including trade secrets, customer lists, pricing strategies, and technical data. The document should specify the duration of confidentiality obligations, which can extend beyond the termination of your business relationship. Include provisions for return or destruction of confidential materials upon request or agreement termination. Consider adding non-solicitation clauses to prevent the receiving party from hiring your employees or targeting your customers. Ensure the agreement includes specific remedies for breach, such as injunctive relief and monetary damages, as courts may require clear evidence of harm to grant protection.

Legal requirements in Indonesia

Indonesian law requires your Proprietary Information Agreement to comply with Law No. 30 of 2000 on Trade Secrets, which provides the legal framework for protecting confidential business information. The agreement must meet the basic contract requirements under the Indonesian Civil Code, including mutual consent, lawful object, and legal capacity of parties. If you're sharing personal data, ensure compliance with Law No. 27 of 2022 on Personal Data Protection, which governs how personal information must be handled and protected. For electronic sharing of information, consider provisions under Law No. 11 of 2008 on Electronic Information and Transactions. The agreement should be written in Bahasa Indonesia or include a certified translation if drafted in another language, and consider including Indonesian governing law and jurisdiction clauses to ensure enforceability in local courts.