In this article, we will discuss unique factors when
drafting trade secrets or confidentiality agreements (NDAs) in the
Indonesian context.
The drafting of trade secrets or confidentiality or
non-disclosure clauses is usually along the following
framework:
a. Defining the confidential
information or what is to be included as trade secrets;
b. Defining the duty in the dealing
of such information - maintaining confidentiality and the permitted
use or disclosure;
c. Defining the exception(s) to the
duty such as when there is overriding legal duty to the
authorities.
We recommend that drafters of such clauses for use in Indonesia
consider providing for liquidated damages as a consequence of the
breach. The reason, as would be elaborated below, is that the civil
procedure system does not provide any effective means of enforcing
injunctions particularly those of the restraining nature.
