The Boilerplate Agreement serves as a fundamental legal template designed to establish standardized contractual relationships under Indonesian law. It is particularly useful for businesses seeking to create consistent legal frameworks for their operations in Indonesia, whether they are local companies, foreign investors, or mixed enterprises. This document type incorporates essential elements required by Indonesian legislation, including the Civil Code (KUHPer), Law No. 24 of 2009 regarding language requirements, and other relevant regulations. The Boilerplate Agreement is structured to accommodate various business relationships while ensuring compliance with local legal requirements, making it an efficient starting point for contract negotiations and relationship formalization in the Indonesian business context.
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1. Parties: Identification of all parties to the agreement, including full legal names, registration numbers, and addresses
2. Background: Context and purpose of the agreement, including any relevant history or circumstances leading to the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpreting the agreement
4. Term and Duration: Period of the agreement, including start date and duration
5. Rights and Obligations: Core responsibilities and rights of each party under the agreement
6. Payment Terms: Financial arrangements, including payment amounts, schedules, and methods
7. Representations and Warranties: Statements of fact and promises made by each party
8. Confidentiality: Obligations regarding protection and non-disclosure of confidential information
9. Termination: Circumstances and procedures for ending the agreement
10. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution procedures
11. Language: Statement on language versions and prevailing text as per Law No. 24 of 2009
12. Notices: Procedures for formal communications between parties
13. Execution: Signature blocks and execution requirements
1. Force Majeure: Provisions for unforeseen circumstances preventing contract performance
2. Assignment: Rules regarding transfer of rights and obligations to third parties
3. Intellectual Property: Provisions regarding ownership and use of IP, if relevant to the agreement
4. Insurance: Insurance requirements if applicable to the specific relationship
5. Compliance with Laws: Specific regulatory compliance requirements relevant to the industry or transaction
6. Data Protection: Provisions regarding handling of personal data if applicable
7. Change Control: Procedures for making changes to the agreement or services
8. Audit Rights: Rights to audit compliance with agreement terms if needed
1. Schedule 1 - Services Description: Detailed description of services or deliverables
2. Schedule 2 - Pricing and Payment Details: Detailed breakdown of pricing, payment terms, and calculation methods
3. Schedule 3 - Service Levels: Performance metrics and standards if applicable
4. Schedule 4 - Contact Details: Key contact persons and their details for each party
5. Schedule 5 - Form of Notice: Template for formal notices under the agreement
6. Appendix A - Required Documents: List of documents required from each party
7. Appendix B - Technical Requirements: Technical specifications or requirements if applicable
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