NDA in Indonesia: Template, Key Clauses and Local Law (2026)

What is an NDA in Indonesia, and when do you need one? A non-disclosure agreement (NDA), also called a confidentiality agreement, is a contract where one or both parties promise to keep shared information secret and use it only for an agreed purpose. In Indonesia you need one before revealing anything you would not want a competitor, a customer or the public to see: product and technology plans, source code, formulas, pricing, customer data or financials. Sign it before the disclosure, because once the information is out, the NDA can only give you a remedy, not restore the secret. In Indonesia an NDA draws on two sources. First, it is a contract under the Indonesian Civil Code (Kitab Undang-Undang Hukum Perdata), which makes a valid agreement binding as law between the parties, provided there is lawful consent, a defined subject and a lawful cause. Second, Indonesia has a dedicated trade secrets statute, Law No. 30 of 2000 on Trade Secrets (Rahasia Dagang), which protects commercially valuable information that is kept confidential through reasonable measures. An NDA is one of those reasonable measures, so a well-drafted NDA both binds the counterparty by contract and helps establish that the information qualifies as a protected trade secret. Where personal data is shared, the Personal Data Protection Law (Law No. 27 of 2022) also applies. This article is general guidance, not legal advice. Have an Indonesian lawyer review an NDA before you rely on it, especially for cross-border deals. Last verified October 2026. ## Indonesia NDA template Copy the block below and fill the bracketed fields. This is a mutual NDA; for a one-way disclosure, keep a single Disclosing Party and Receiving Party. Issue it in Bahasa Indonesia, or bilingual with Bahasa prevailing. ```

NON-DISCLOSURE AGREEMENT / PERJANJIAN KERAHASIAAN This Non-Disclosure Agreement (the "Agreement") is made on [DATE] BETWEEN: [PARTY A], at [address] AND [PARTY B], at [address] (each a "Party"; the sharer is the "Disclosing Party", the receiver the "Receiving Party") 1. PURPOSE The Parties share Confidential Information only to evaluate and pursue [describe the purpose] (the "Purpose"). 2. CONFIDENTIAL INFORMATION "Confidential Information" means any non-public information disclosed by one Party to the other, in any form, that is marked confidential or that a reasonable person would treat as confidential, including trade secrets under Law No. 30 of 2000, technical, commercial, financial and personal data. 3. OBLIGATIONS The Receiving Party will: (a) keep the Confidential Information secret; (b) use it only for the Purpose; (c) disclose it only to personnel and advisers who need it and are under equivalent duties; and (d) protect it with at least reasonable care. 4. EXCLUSIONS The obligations do not apply to information that is or becomes public without breach, was already lawfully known, is independently developed without use of the Confidential Information, or is lawfully received from a third party free to disclose it. 5. COMPELLED DISCLOSURE If law, a court or a regulator requires disclosure, the Receiving Party may disclose the minimum needed and, where lawful, tells the Disclosing Party first. 6. PERSONAL DATA Where Confidential Information includes personal data, each Party complies with the Personal Data Protection Law and processes the data only for the Purpose. 7. NO LICENCE Nothing transfers ownership or grants any licence beyond the Purpose. All Confidential Information remains the Disclosing Party's. 8. TERM AND RETURN The Agreement runs for [N] years. The duty of confidentiality continues for [N] years after disclosure, and for trade secrets for as long as they remain secret. On request the Receiving Party returns or destroys the Confidential Information. 9. REMEDIES Damages may not be an adequate remedy for breach, and the Disclosing Party may seek an injunction and other relief available under Indonesian law, in addition to damages and any claim under Law No. 30 of 2000. 10. GOVERNING LAW AND LANGUAGE This Agreement is governed by Indonesian law and made in the Indonesian language [and English, with the Indonesian version prevailing]. Signed: Party A: __________________ Party B: __________________ Name / title / date Name / title / date

- **Definition (clause 2).** Cover both marked material and anything a reasonable person would treat as secret, and name Law No. 30 of 2000 so the agreement ties into the trade secrets regime.
- **Obligations and need to know (clause 3).** Limit who can see the information and bind them to equivalent duties, so the protection is not lost once the counterparty shares internally.
- **Exclusions (clause 4).** These four carve-outs are standard and fair; leaving them out makes the NDA look unreasonable and harder to enforce.
- **Term (clause 8).** Separate the term of the agreement from the survival of the duty. For a genuine trade secret, protection should last as long as it stays secret, which also fits Law No. 30 of 2000.
- **Language (clause 10).** Issue in Bahasa Indonesia or bilingual, since an NDA with an Indonesian party that exists only in English risks being held unenforceable. ## Key local-law points - **Contract plus statute.** An NDA is binding under the Civil Code, and reasonable confidentiality measures such as an NDA help the information qualify for protection as a trade secret under Law No. 30 of 2000, which can give criminal and civil remedies against misuse.
- **Language.** Law No. 24 of 2009 requires an agreement with an Indonesian party to be in Bahasa Indonesia, and courts have voided English-only contracts. Use a bilingual document with Bahasa prevailing.
- **Personal data.** Where the shared information includes personal data, the Personal Data Protection Law (Law No. 27 of 2022) applies, so the NDA should acknowledge it rather than override it.
- **No ownership transfer.** An NDA protects secrecy; it does not assign intellectual property. Use a separate assignment if you also want ownership of what is created. ## Red flags to avoid - A purpose so broad the other side can use your information for almost anything.
- A short, fixed confidentiality period applied to a genuine trade secret, which should be protected for as long as it stays secret.
- An English-only NDA with an Indonesian party, which risks unenforceability.
- No carve-outs, making the NDA one-sided and weaker in court.
- Confusing an NDA with an IP assignment and assuming secrecy also gives ownership. An NDA is short and easy to get wrong by being either too vague or too greedy. The template above keeps it balanced, enforceable and aligned with the trade secrets law. ## Where a contract workspace helps The template gives you a sound Indonesian NDA. The work that builds up is managing many of them: knowing which counterparties are under which NDA, keeping bilingual versions aligned, keeping the confidentiality periods and carve-outs consistent, and remembering when a duty lapses or information must be returned. Drafting each NDA from a standard your company trusts, having unusual terms flagged before you sign, and tracking every NDA and its survival date can sit in one AI contract workspace instead of a folder of near-identical files no one can search. [Adira](https://adiralaw.com) is one such workspace. Its established depth today is in Indian corporate law, so Indonesian-specific output is a roadmap capability rather than settled and should be reviewed locally. The idea holds on its own: when every NDA you draft, review and track lives in one place, you always know what you have promised and to whom.