Software Non Disclosure Agreement Template for Indonesia

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Key Requirements PROMPT example:

Software Non Disclosure Agreement

"I need a Software Non-Disclosure Agreement under Indonesian law for my enterprise software company to protect our AI-powered financial software source code and algorithms when sharing them with a potential investor during due diligence in March 2025."

Document background
This Software Non-Disclosure Agreement is essential for any business engagement involving proprietary software information in Indonesia. It should be used when parties need to share sensitive information related to software development, deployment, or implementation, including source code, technical specifications, algorithms, and development methodologies. The agreement ensures compliance with Indonesian regulations, particularly the Trade Secrets Law (Law No. 30 of 2000) and the Electronic Information and Transactions Law (Law No. 11 of 2008). It provides necessary protections for both disclosing and receiving parties while facilitating necessary information sharing for business purposes. The document is particularly relevant for technology companies, software developers, and businesses engaging in software procurement or development projects within Indonesian jurisdiction.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including their legal details and authorized representatives

2. Background: Context of the agreement, including the purpose of sharing confidential information and the nature of the business relationship

3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Software', 'Trade Secrets', and other relevant terms

4. Scope of Confidential Information: Detailed description of what constitutes confidential information, specifically covering software code, architecture, algorithms, documentation, and related materials

5. Obligations of Receiving Party: Core confidentiality obligations, including handling, storage, and protection of confidential information

6. Permitted Use and Disclosure: Specific permitted uses of the confidential information and circumstances under which disclosure is allowed

7. Security Measures: Required security measures for protecting confidential information, including digital security requirements

8. Term and Termination: Duration of the agreement and conditions for termination

9. Return or Destruction of Confidential Information: Obligations regarding the return or destruction of confidential information upon termination

10. Breach and Remedies: Consequences of breach and available remedies under Indonesian law

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

Optional Sections

1. Electronic Information Handling: Specific provisions for handling electronic information under ITE Law - include when information is primarily shared electronically

2. Intellectual Property Rights: Additional provisions regarding IP rights - include when software involves patents, copyrights, or other IP

3. Personal Data Protection: Specific provisions for handling personal data - include when software processes personal information

4. Third Party Disclosure: Provisions for disclosure to third party contractors or service providers - include when third party access is necessary

5. Source Code Protection: Specific provisions for protecting source code - include when source code access is granted

6. Export Control: Provisions regarding international transfer of technology - include for international agreements

7. Non-Solicitation: Provisions preventing solicitation of employees - include when parties have access to each other's technical staff

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed list and description of specific confidential information covered

2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access confidential information

3. Schedule 3 - Security Protocols: Detailed security measures and protocols for handling confidential information

4. Schedule 4 - Approved Third Party Recipients: List of approved third parties who may receive confidential information (if applicable)

5. Appendix A - Data Handling Procedures: Specific procedures for handling, storing, and transmitting confidential data

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare Technology

E-commerce

Manufacturing Technology

Telecommunications

Digital Services

Education Technology

Enterprise Software

Cloud Services

Cybersecurity

Banking Technology

Insurance Technology

Retail Technology

Relevant Teams

Legal

Information Technology

Software Development

Information Security

Procurement

Business Development

Compliance

Research and Development

Project Management

Product Development

Technical Operations

Solutions Architecture

Enterprise Architecture

Quality Assurance

Systems Integration

Relevant Roles

Chief Technology Officer

Software Development Manager

Legal Counsel

IT Director

Project Manager

Software Engineer

Systems Architect

Information Security Officer

Procurement Manager

Business Development Director

Technical Lead

Product Manager

Compliance Officer

IT Consultant

Solutions Architect

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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