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1. Parties: Identification of the contracting parties, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, business relationship, and objectives
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Scope: Terms of appointment and detailed scope of business development services
5. Rights and Obligations: Detailed responsibilities and rights of both parties
6. Territory and Exclusivity: Geographic scope of services and any exclusivity arrangements
7. Performance Targets: Specific business development goals, metrics, and evaluation criteria
8. Compensation and Payment Terms: Fee structure, payment schedule, and related financial terms
9. Term and Termination: Duration of agreement and conditions for termination
10. Confidentiality: Protection of confidential information and trade secrets
11. Intellectual Property Rights: Ownership and usage rights of IP created or used during the engagement
12. Representations and Warranties: Standard assurances from both parties
13. Compliance with Laws: Obligation to comply with Indonesian laws and regulations
14. Dispute Resolution: Process for resolving disputes under Indonesian law
15. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. Non-Competition: Restrictions on competitive activities, used when protecting market position is crucial
2. Training and Support: Details of training provided, included when significant knowledge transfer is required
3. Marketing and Promotion: Specific marketing obligations and guidelines, used when marketing is a key component
4. Insurance Requirements: Specific insurance obligations, included for high-risk activities
5. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term agreements
6. Data Protection: Specific data handling requirements, included when personal data processing is involved
7. Anti-Corruption: Detailed anti-corruption provisions, crucial for international business relationships
8. Currency and Exchange Rates: Currency provisions for international agreements
1. Schedule 1 - Service Specifications: Detailed description of business development services and deliverables
2. Schedule 2 - Performance Metrics: Specific KPIs and measurement criteria
3. Schedule 3 - Fee Structure: Detailed breakdown of fees, commissions, and payment calculations
4. Schedule 4 - Territory Definition: Detailed description of geographic territory and any exclusions
5. Schedule 5 - Reporting Requirements: Templates and timing for required reports
6. Schedule 6 - Key Personnel: List of key personnel from both parties involved in the agreement
7. Appendix A - Compliance Procedures: Specific compliance requirements and procedures
8. Appendix B - Required Licenses: List of required licenses and permits for business activities
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