This Non-Disclosure Agreement Business Acquisition template is essential for protecting confidential information during merger and acquisition activities in Indonesia. It is specifically designed to comply with Indonesian legal requirements, including the Civil Code (KUHPer), Law No. 30 of 2000 on Trade Secrets, and Law No. 40 of 2007 on Limited Liability Companies. The document should be used when parties are contemplating a business acquisition and need to exchange sensitive information during the due diligence process. It covers various aspects including financial data, trade secrets, customer information, employee details, and other proprietary information. The agreement is structured to accommodate both domestic and international transactions while ensuring enforceability under Indonesian law, making it suitable for both local and cross-border acquisition scenarios.
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1. Parties: Identification of the disclosing party (typically the seller), receiving party (typically the potential buyer), and any guaranteed parties
2. Background: Context of the potential business acquisition and purpose of the NDA
3. Definitions: Detailed definitions including Confidential Information, Permitted Purpose, Representatives, Transaction, and other key terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the business acquisition
5. Permitted Disclosure: Circumstances under which confidential information may be shared, including with advisors and representatives
6. Obligations of Receiving Party: Core confidentiality obligations, security measures, and standard of care required
7. Exclusions from Confidential Information: Information that falls outside the scope of confidentiality obligations
8. Return or Destruction of Confidential Information: Procedures for handling confidential information after termination or upon request
9. Term and Termination: Duration of confidentiality obligations and termination provisions
10. No Obligation to Proceed with Transaction: Clarification that the NDA does not obligate parties to proceed with the business acquisition
11. Remedies: Available remedies in case of breach, including injunctive relief
12. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
1. Non-Solicitation: Restrictions on soliciting employees or customers, included when talent retention is a key concern
2. Standstill Provisions: Restrictions on acquiring target company shares outside the transaction, relevant for listed companies
3. Anti-Trust/Competition Compliance: Specific provisions ensuring compliance with Indonesian competition laws, included for larger transactions
4. Data Privacy Compliance: Specific provisions for handling personal data, included when personal data is part of due diligence
5. Costs: Allocation of costs related to confidentiality measures, included in complex transactions
6. Public Announcements: Controls on public statements about the potential transaction, crucial for sensitive or listed company transactions
7. Assignment: Rights and restrictions regarding assignment of the agreement, included for complex corporate structures
1. Schedule 1: Specified Representatives: List of authorized representatives who may access confidential information
2. Schedule 2: Confidential Information Categories: Detailed categorization of confidential information specific to the target business
3. Schedule 3: Security Protocols: Specific security measures and protocols for handling confidential information
4. Schedule 4: Data Room Rules: Rules and procedures for accessing and using the data room if applicable
5. Appendix A: Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives and advisors
6. Appendix B: Destruction Certificate: Template certificate confirming destruction of confidential information
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