Non-Disclosure Agreement (NDA) As a Trade Secret Protection in Cosmetic Product Maklon Agreement

The rapid growth of the cosmetics industry in Indonesia has led to the increasing use of macron services, which often involves the exchange of confidential business information. This study examines the role of Non-Disclosure Agreements (NDAs) as legal instruments in protecting trade secrets in cosmetic maklon agreements, with a special focus on dispute resolution mechanisms. Using a normative juridical method with a comparative approach, this study analyzes two macro agreements in Indonesia—PT Athena Royal Kosmetika and PT Pesona Bintang Utama with CV Maheerah Group—and compares them with Singapore’s legal framework in enforcing NDA through the common law duty of confidence. The results show that the explicit inclusion of NDA clauses, such as in the Athens Royal agreement, provides stronger legal protection than agreements that do not include them. In Indonesia, NDA enforcement relies on contractual provisions and the Trade Secrets Act, with dispute resolution through negotiation, mediation, arbitration, or litigation in the Commercial Court. In contrast, Singapore emphasizes the application of reasonable steps to maintain confidentiality, and courts provide broader protection through damages and injunctive relief. This comparative analysis highlights the challenges of NDA enforcement in Indonesia, such as asymmetry of bargaining power, difficulties in proving and monitoring, and inconsistency in court decisions. This study recommends the need for standard NDA clauses in cosmetic clone contracts, judicial capacity building, and policy reforms that are aligned with international best practices. This recommendation provides an academic contribution as well as a practical guide for industry players.