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Due Diligence Confidentiality Agreement Template for Indonesia

A comprehensive confidentiality agreement governed by Indonesian law, designed to protect sensitive information disclosed during the due diligence process of a potential transaction. The agreement establishes the terms and conditions under which confidential business information can be shared, accessed, and used by potential buyers or investors. It incorporates specific provisions compliant with Indonesian regulations, particularly Law No. 30 of 2000 on Trade Secrets, and includes mechanisms for protecting electronic data under the ITE Law. The document outlines obligations for information handling, permitted uses, and requirements for return or destruction of confidential materials.

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What is a Due Diligence Confidentiality Agreement?

A Due Diligence Confidentiality Agreement is essential in Indonesian business transactions where one party needs to examine the confidential business information of another party before proceeding with a potential transaction. This document is typically used in mergers, acquisitions, investments, or strategic partnerships where detailed company information must be shared for evaluation purposes. The agreement must comply with Indonesian legal requirements, particularly the Trade Secrets Law and ITE Law, while providing robust protection for sensitive business information. It establishes the framework for information sharing, including access restrictions, handling requirements, and confidentiality obligations. This type of agreement is particularly crucial in Indonesia's business environment, where protection of trade secrets and confidential information requires specific legal considerations under local law.

What sections should be included in a Due Diligence Confidentiality Agreement?

1. Parties: Identification of the disclosing party and receiving party, including full legal names and addresses

2. Background: Context of the due diligence process, purpose of the agreement, and nature of the proposed transaction

3. Definitions: Definitions of key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and 'Transaction'

4. Disclosure and Use of Confidential Information: Terms governing how confidential information will be disclosed and restrictions on its use

5. Safeguarding and Security: Obligations regarding the protection and secure storage of confidential information

6. Representatives and Third Parties: Rules about who can access the information and obligations to ensure their compliance

7. Return or Destruction of Confidential Information: Requirements for handling confidential information after the due diligence process

8. Duration and Survival: Term of the agreement and which obligations survive termination

9. Non-Binding Effect: Clarification that the agreement does not obligate parties to proceed with the proposed transaction

10. Remedies: Available remedies in case of breach, including injunctive relief

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

What sections are optional to include in a Due Diligence Confidentiality Agreement?

1. Non-Solicitation: Prevents solicitation of employees or customers, used when there's significant risk of talent or customer poaching

2. Standstill Provisions: Restricts share purchases or hostile takeover attempts, included for publicly traded companies

3. Anti-Trust/Competition Compliance: Special provisions for compliance with competition laws, used in deals with potential competition issues

4. Data Privacy Compliance: Specific provisions for handling personal data, used when personal data is part of due diligence

5. Securities Law Compliance: Provisions regarding insider trading, needed when target is publicly listed

6. Export Control Compliance: Used when confidential information includes technical data subject to export controls

What schedules should be included in a Due Diligence Confidentiality Agreement?

1. Schedule 1 - Authorized Representatives: List of personnel authorized to access confidential information

2. Schedule 2 - Scope of Confidential Information: Detailed description of information covered by the agreement

3. Schedule 3 - Security Protocols: Specific procedures for handling and protecting confidential information

4. Appendix A - Data Room Rules: Rules and procedures for accessing and using the data room

5. Appendix B - Clean Team Procedures: Procedures for handling commercially sensitive information by designated clean team members

Authors

Alex Denne

Advisor @ 蜜桃传媒AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Indonesia

Cost

Free to use

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