Standard Non Disclosure Agreement Template for Indonesia

A Standard Non Disclosure Agreement is a legally binding contract that protects confidential information shared between parties in Indonesia. This essential business document creates enforceable obligations to maintain secrecy and prevents unauthorized disclosure of sensitive business information, trade secrets, and proprietary data.

When do you need this document?

You need a Standard Non Disclosure Agreement whenever you plan to share confidential business information with external parties. This includes negotiations with potential investors, discussions with joint venture partners, or engaging consultants and contractors who will access proprietary information. The agreement is crucial during due diligence processes, technology licensing discussions, or when sharing customer lists, financial data, marketing strategies, or technical specifications. It's also essential when hiring employees who will handle sensitive information or when collaborating with suppliers and vendors who need access to confidential business processes.

Key legal considerations

Your agreement must clearly define what constitutes confidential information and specify the receiving party's obligations under Indonesian law. The document should include provisions for return or destruction of confidential materials upon termination, specify the duration of confidentiality obligations, and outline remedies for breach including injunctive relief and damages. Consider including carve-outs for publicly available information, independently developed information, or data received from third parties without breach of confidentiality. The agreement should also address how confidential information can be used by the receiving party's representatives and employees, ensuring they are bound by similar confidentiality obligations.

Legal requirements in Indonesia

Under Indonesian law, your Non Disclosure Agreement must comply with Article 1320 of the Indonesian Civil Code, which requires valid contracts to have mutual agreement, legal capacity of parties, specific subject matter, and lawful cause. The agreement must align with Law No. 30 of 2000 regarding Trade Secrets, which defines trade secrets as information that has economic value, is not publicly known, and is kept confidential through reasonable efforts. Your contract should specify that breach of confidentiality may result in criminal penalties under Article 322 of the Indonesian Criminal Code. For agreements involving electronic information, ensure compliance with Law No. 19 of 2016 on Electronic Information and Transactions (UU ITE), particularly regarding protection of confidential electronic data.