The Non Disclosure Non Circumvention Agreement (NDNCA) is essential in Indonesian business transactions where parties need to share sensitive information while ensuring protection of both confidential information and business relationships. This document is particularly relevant when entering into preliminary discussions for business ventures, joint ventures, or strategic partnerships under Indonesian jurisdiction. It prevents the receiving party from both disclosing confidential information and attempting to circumvent the disclosing party to directly engage with their business contacts, suppliers, or customers. The agreement must comply with Indonesian Civil Code requirements, Law No. 30 of 2000 on Trade Secrets, and Law No. 5 of 1999 on Anti-Monopoly and Unfair Business Competition.
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1. Parties: Identification of all parties to the agreement, including their full legal names, addresses, and company registration details if applicable
2. Background: Context of the agreement, nature of the business relationship, and purpose of sharing confidential information
3. Definitions: Detailed definitions including 'Confidential Information', 'Circumvention', 'Authorized Representatives', 'Trade Secrets', and other key terms
4. Scope of Confidentiality: Detailed description of what information is considered confidential and covered by the agreement
5. Non-Disclosure Obligations: Specific obligations regarding the protection, use, and non-disclosure of confidential information
6. Non-Circumvention Obligations: Prohibitions on bypassing or circumventing the disclosing party in business dealings
7. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
8. Security Measures: Required measures for protecting and securing confidential information
9. Return or Destruction of Confidential Information: Obligations regarding the return or destruction of confidential information upon request or termination
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Survival of Obligations: Specification of which obligations continue after termination
12. Remedies: Legal remedies available in case of breach, including injunctive relief and damages
13. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
14. General Provisions: Standard clauses including amendments, notices, severability, and entire agreement
1. Electronic Information Protection: Special provisions for protecting electronically stored or transmitted information, required if parties will share digital information
2. Intellectual Property Rights: Specific provisions regarding IP rights, needed if confidential information includes patents, copyrights, or trade secrets
3. Export Control: Required if confidential information may be subject to export control regulations
4. Data Privacy Compliance: Required if confidential information includes personal data subject to Indonesian data protection laws
5. Competitive Restrictions: Additional restrictions on competitive activities, if needed beyond basic non-circumvention
6. Insurance Requirements: Required if parties need to maintain specific insurance coverage for potential breaches
7. Third Party Beneficiaries: Include if there are specific third parties who should have rights under the agreement
8. Force Majeure: Optional clause addressing unforeseeable circumstances, particularly relevant for long-term NDNCAs
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of information designated as confidential
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling confidential information
4. Schedule 4 - Restricted Business Activities: Detailed description of business activities covered by non-circumvention provisions
5. Appendix A - Form of Confidentiality Undertaking: Template undertaking to be signed by employees or representatives who will access confidential information
6. Appendix B - Data Destruction Certificate: Template certificate confirming destruction of confidential information when required
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