The Non Disclosure Agreement Due Diligence is essential for business transactions in Indonesia where one party needs to evaluate confidential business information of another party for potential investment, acquisition, or significant commercial collaboration. This document is specifically tailored to comply with Indonesian legal requirements, including the Civil Code, Trade Secrets Law, and Electronic Information and Transactions Law. It is typically used during mergers and acquisitions, investment rounds, joint ventures, or strategic partnerships, where detailed company information needs to be shared for evaluation purposes. The agreement covers various types of confidential information, including financial data, trade secrets, operational details, and customer information, while incorporating specific provisions for electronic data handling and personal data protection under Indonesian law.
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1. Parties: Identification of the disclosing party (typically the target company), receiving party (typically the potential investor/buyer), and any affiliated entities involved in the due diligence process
2. Background: Context of the due diligence process, purpose of the information sharing, and general intent of the parties
3. Definitions: Key terms including 'Confidential Information', 'Due Diligence Process', 'Authorized Representatives', 'Purpose', and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the due diligence context, including documents, electronic data, verbal information, and analysis
5. Permitted Use and Disclosure: Specific permitted uses of confidential information during the due diligence process, including sharing with authorized representatives
6. Confidentiality Obligations: Core obligations regarding protection, non-disclosure, and security measures for confidential information
7. Standard of Care: Required level of care in handling confidential information and specific security measures to be implemented
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information after the due diligence process concludes
9. Term and Survival: Duration of the agreement and which obligations survive 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
1. Electronic Information Handling: Specific provisions for handling electronic data in compliance with Indonesian ITE Law, used when significant electronic data transfer is expected
2. Data Protection Compliance: Additional provisions regarding personal data protection, used when personal data will be included in due diligence materials
3. Competition Law Compliance: Specific provisions ensuring compliance with Indonesian competition laws, used when parties are competitors or in sensitive industries
4. Clean Team Arrangements: Provisions for establishing a clean team for reviewing sensitive competitive information, used when parties are competitors
5. Third Party Rights: Provisions addressing third party information and rights, used when third party confidential information may be included
6. Foreign Investment Considerations: Additional provisions related to foreign investment regulations, used when foreign investors are involved
7. Translation Requirements: Provisions regarding official translations and language requirements, used when foreign parties are involved
1. Schedule 1 - Authorized Representatives: List of individuals and roles authorized to access confidential information
2. Schedule 2 - Security Protocols: Detailed security measures and protocols for handling confidential information
3. Schedule 3 - Data Room Rules: Specific rules and procedures for accessing and using the data room
4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for authorized representatives to sign
5. Appendix B - Document Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
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