Confidentiality Agreement Sample (Purchase this doc, Text: 08118887270 (Whatsapp))

1. 1
Confidentiality Agreement
BETWEEN
THE DISCLOSER IDENTIFIED IN THE SCHEDULE
AND
PT __________________

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This Confidentiality Agreement (hereinafter referred to as the “Agreement”) is
made on the date written on the execution page of this Agreement, by and
between:
1. PT. __________________, PT. __________________, PT. __________________,
PT. __________________, each limited liability companies duly established and
existing under the laws of the Republic of Indonesia, and each having its
principal address of business at .................................................................................
(hereinafter jointly referred to as the “Discloser”); and
2. PT. __________________, limited liability companies duly established and
existing under the laws of the Republic of Indonesia, having its principal
address of business at ............................................................................... (hereinafter
referred to as " A “).
RECITALS
The parties have agreed that the provisions of this Agreement will apply to Confidential
Information (as defined herein) disclosed or made available to ‘ A ‘.
IT IS AGREED
1 INTERPRETATION
In this Agreement, unless the contrary intention appears:
(a) Affiliate means, in relation to a party, a person that controls, is controlled
by, or is under common control with such party. As used in this
definition the term "control" means (a) the ownership, directly or
indirectly, of a majority of the voting securities of such party or (b) the
power to direct the management or policies of such party, whether by
operation of law or otherwise.
(b) Business Day means a day on which banks are open for banking business
in ............., not being a Saturday or a Sunday.
(c) Confidential Information means:
(1) the existence of the Transaction or the fact that any person referred
to in this Agreement may be considering the Transaction;
(2) Information disclosed by or on behalf of the Discloser to ‘ A ‘,
relating to any aspect of the Transaction, including any Specified
Information set out in the Schedule, (Disclosed Information) except
to the extent that the Information:

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(1) is in the public domain otherwise than by reason of an
unauthorised disclosure of which ‘ A ‘ is aware or ought
reasonably to be aware;
(2) is in ‘ A ‘’s lawful possession and not subject to any duty of
confidentiality; or
(3) has been independently generated by ‘ A ‘ without reference
to any Disclosed Information; or
(3) any reproduction, copy, duplicate, excerpt and/or compilation by ‘
A ‘ of any Confidential Information.
(d) Information includes (without limitation):
(1) any information of whatever nature, concept, idea, strategy,
documentation, fact, report, accounts, assumption, estimate,
projection, forecast, prospect, financial situation, drawing, design,
specification, technique, model, data, source code, development,
algorithm, user manual, flow chart, consulting method and
technique, research, development, study, analysis, process,
procedure, diagram, plan, note, pattern, sample, software (in
whatever stage of development), “know-how”, marketing
technique and materials, marketing and development plan, market
analysis, customer names and other information relating to
customers, price-list, pricing policy and financial information,
method of production, use, operation and application, or computer
outputs;
(2) any patent, copyright or trademark now existing or pending
following application;
(3) any other materials, records or information; and
(4) any improvement, enhancement or modification to other
Information,
whether or not:
(1) in written, verbal or electronic form;
(2) considered alone or incorporating any other information; or
(3) of a financial, business, commercial, technical or other nature.
(e) Law means any Indonesian applicable law, legislation, regulation, order
of a court or tribunal, requirement of a regulator or prudential authority,
stock exchange rule or a financier’s code of practice.

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(f) Specified Persons mean the persons referred to in clauses 2(a)(1), 2(a)(2)
and 2(a)(3) and all other persons to whom Confidential Information has
been disclosed.
(g) Transaction means the transaction, proposal, project or business
described in the Schedule.
(h) A reference in this Agreement to disclosure of information is a reference
to disclosure, provision, supply or availability of the information by any
means, including circumstances where ‘ A ‘ is able to access information
during attendance at the premises of the Discloser.
(i) The headings in this Agreement are inserted for convenience only, and
will not affect the construction or interpretation of it.
(j) Words importing the singular include the plural and vice versa, words
importing any gender include the other genders and references to
persons include corporations and vice versa.
2 DISCLOSURE AND USE
In consideration of the Discloser disclosing Confidential Information to ‘ A ‘, and
other consideration hereby acknowledged as received, ‘ A ‘ agrees that it will:
(a) not disclose the Confidential Information to any person, except:
(1) to such shareholders, directors, officers or employees of ‘ A ‘ to
whom disclosure is required for the purposes of the Transaction
and who are aware that the Confidential Information must be kept
confidential in accordance with the terms of this Agreement and
whose adherence to the terms of this Agreement shall be procured
by ‘ A ‘;
(2) to consultants, professional advisers or associates of ‘ A ‘ to whom
the Confidential Information is disclosed in connection with their
involvement in the Transaction, and who owe a duty of
confidentiality to ‘ A ‘ on terms no less onerous than the terms of
this Agreement and who are aware of ‘ A ‘’s obligations under this
Agreement and whose adherence to the terms of this Agreement
shall be procured by ‘ A ‘;
(3) in accordance with the prior written consent of the Discloser;
(4) as required by Law in accordance with paragraph (b) below; or
(5) as reasonably required to defend ‘ A ‘ in any legal proceeding
brought or threatened against it;

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(b) to the greatest extent permitted by Law, notify the Discloser promptly on
becoming aware that ‘ A ‘ is likely to be required to make disclosure
pursuant to clauses 2(a)(4) or (5) in which case ‘ A ‘ shall seek to disclose
only the minimum amount of Confidential Information necessary and
consistent with ‘ A ‘ satisfying its obligations herein and as soon as
practicable discuss with the Discloser the relevant disclosure and provide
a copy of the proposed disclosure to the Discloser;
(c) subject to paragraph (a), keep all Confidential Information strictly in
confidence;
(d) use or reproduce the Confidential Information exclusively in connection
with the Transaction and for no other purpose;
(e) not use, reproduce, disclose or cause or permit the use, reproduction or
disclosure of the Confidential Information, for any reason, to the financial
or competitive disadvantage of the Discloser or to any other third party
without prior written consent from the Discloser;
(f) only reproduce, copy, duplicate by machine or otherwise or reduce to
writing including through scanning or any other digital means the
Confidential Information as reasonably required in connection with the
Transaction (on the condition that any copies, reproductions or
reductions of the Confidential Information to writing or any tangible
and/or intangible form shall be the property of the Discloser);
(g) be liable for any action or omission by a director, officer, employee,
consultant, professional adviser, associate, representative or permitted
assign of ‘ A ‘ which would be a breach of this Agreement by that person;
(h) on reasonable request by the Discloser, inform the Discloser of ‘ A ‘’s
compliance or otherwise with its obligations under this Agreement; and
(i) ensure that proper protection is provided for the Confidential
Information with a reasonable degree of care, which shall not be less than
the same degree of care, which ‘ A ‘ uses to prevent the unauthorised use,
dissemination or publication of its own confidential and proprietary
information.
3 REVERSE ENGINEERING
‘ A ‘ must not directly or indirectly attempt to reverse engineer, decrypt,
disassemble, decompile, decipher or reconstruct in any way the Confidential
Information.
4 SECURITY CONTROL
‘ A ‘ must:

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(a) have in place and maintain effective security measures to safeguard
Confidential Information from access or use not authorised under this
Agreement; and
(b) immediately notify the Discloser of any suspected, threatened or actual
unauthorised use of Confidential Information.
5 DESTRUCTIONOR RETURN OF INFORMATION
(a) ‘ A ‘ will, on written request from the Discloser, as soon as practicable
and in any event within ..... (............) Business Days from receipt of such
request at its own expense:
(1) return to the Discloser or destroy (at the election of the Discloser) all
of that Confidential Information which is in hardcopy;
(2) delete all of that Confidential Information which has been entered
into a computer, database or other electronic means of data or
information storage by or on behalf of ‘ A ‘ or the Specified Persons;
(3) destroy all notes, analyses or memoranda containing the
Confidential Information prepared by or on behalf of ‘ A ‘ or the
Specified Persons; and
(4) certify in writing to the Discloser that it has complied with the
requirements of this clause.
(b) Despite paragraph (a), ‘ A ‘ may retain any Confidential Information (or a
copy of it) to the extent:
(1) required by Law;
(2) subject to clause 2(b), reasonably required to defend ‘ A ‘ in any
legal proceeding brought or threatened against it; or
(3) reasonably required for ‘ A ‘’s internal credit, risk, insurance,
taxation or corporate governance purposes.
(c) In the event ‘ A ‘ is required to furnish Confidential Information (or a
copy of it) for the reason as stipulated in clauses 5(b)(2) or (3), ‘ A ‘ shall
makes written notification to Discloser prior to the disclosure of the
Confidential Information.
6 NO RIGHTS
Except as may expressly set out in this Agreement, ‘ A ‘ agrees that no right,
licence or property is granted to ‘ A ‘ in relation to any part of the Confidential
Information.

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7 TERM AND TERMINATION
This Agreement shall remain in effect for a period of 1 (one) year after ‘ A ‘ have
deleted/destroyed and/or returned all Confidential Information supplied by the
Discloser as proven by written certification as stipulated in clause 5(a)(4).
8 MISCELLANEOUS PROVISIONS
8.1 Jurisdiction and service of process
This Agreement is governed by and construed in accordance with the Laws in
force in Republic of Indonesia. Each party irrevocably and unconditionally
submits to the non-exclusive jurisdiction of the courts of Republic of Indonesia and
courts of appeal from them.
8.2 Notices
Each party will, on request, provide to the other party details of the address and
facsimile numbers to which any notices and other communications to be given
under this Agreement may be sent.
8.3 Disclaimer
(a) Neither the Discloser nor its Affiliates makes any representation or
warranty, express or implied, as to the accuracy, content, legality or
completeness of any Confidential Information disclosed to ‘ A ‘ and is
under no obligation to notify ‘ A ‘ or provide any further information to ‘
A ‘ if it becomes aware of any inaccuracy, incompleteness or change in
the Confidential Information.
(b) To the maximum extent permitted by Law, the Discloser and its Affiliates
disclaim all liability for any loss or damage (whether foreseeable,
proximate or not) suffered by any person acting on any Confidential
Information disclosed by or on behalf of the Discloser whether the loss or
damage arises in connection with any negligence, default or lack of care
on the part of the Discloser or any of its Affiliates, any misrepresentation
or any other cause.
8.4 No joint venture or partnership
This Agreement does not oblige a party to provide any Confidential Information
to the other party, does not oblige a party to enter any transaction and does not
establish a joint venture, partnership, trust or other relationship between the
parties.

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8.5 Entire agreement
This Agreement contains the entire agreement between the parties with respect to
its subject matter. This Agreement may only be amended by written agreement
between the parties.
8.6 Severance
Each provision of this Agreement shall be construed separately and independently
from each other and the invalidity or unenforceability of any portion or provision
of this Agreement shall not affect the validity or enforceability of any other portion
or provision of this Agreement. Any invalid or unenforceable portion or provision
shall be deemed severed from this Agreement and the remainder of this
Agreement shall continue in full force and effect. The parties shall, in any such
event, agree on new portion or provision that would replace such invalid or
unenforceable portion or provision.
8.7 Compensation
In the event ‘ A ‘ breaches any provision or portion of this Agreement due to any
reasons attributable to itself including director, officer, employee, consultant,
professional adviser, associate, representative or permitted assign of ‘ A ‘, the
Discloser shall be entitled to claim compensation for any damage and/or loss
caused by such breach.
8.8 No waiver
No failure or delay by a party in exercising any right or power conferred under
this Agreement will operate as a waiver of that right or power.
8.9 Counterparts
This Agreement, and any amending agreement, may be executed in counterparts
which, when taken together, will constitute one instrument.

9. 9
Schedule
DISCLOSER
PT. __________________
.........................................................
.........................................................
.........................................................
PT. __________________
.........................................................
.........................................................
.........................................................
PT. __________________
.........................................................
.........................................................
.........................................................
PT. __________________
.........................................................
.........................................................
.........................................................
TRANSACTION
SPECIFIED INFORMATION
Specified Information of the
Discloser
-

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Execution page
Executed as an Agreement on ........................... :
EXECUTED by THE DISCLOSER identified
in the Schedule in accordance with its
constitutive documents:
PT. __________________
Signature of:
PresidentDirector
...............................
PT. __________________
Signature of:
Director
..............................
PT. __________________
Signature of:
PresidentDirector
................................
PT. __________________
Signature of:
Director
.................................
EXECUTED by PT __________________ by
its duly authorised attorney, in the presence
of:
Signature ofwitness Signature ofattorney
Full name Full name
Posttitle