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The Business Process Outsourcing Agreement is essential for companies operating in Indonesia who wish to outsource specific business functions to specialized service providers. This document is crucial when establishing long-term outsourcing relationships that involve significant operational processes, handling of sensitive data, and deployment of personnel. It must comply with Indonesian regulations, particularly regarding employment (Law No. 13 of 2003), data protection (Law No. 27 of 2022), and electronic systems (Government Regulation No. 71 of 2019). The agreement is typically used when companies need to document comprehensive service arrangements, performance metrics, governance structures, and risk allocation mechanisms while ensuring protection of both parties' interests and compliance with local regulatory requirements.

1. Parties: Identification of the service provider and client, including their complete legal details and authorized representatives

2. Background: Context of the agreement, brief description of parties' businesses, and purpose of the BPO arrangement

3. Definitions: Detailed definitions of technical terms, industry-specific terminology, and key concepts used throughout the agreement

4. Scope of Services: Detailed description of BPO services to be provided, including core deliverables and service requirements

5. Term and Renewal: Duration of the agreement, commencement date, and renewal provisions

6. Service Provider's Obligations: Comprehensive list of service provider's responsibilities, including service levels, reporting, and compliance requirements

7. Client's Obligations: Client's responsibilities, including provision of information, access, and support necessary for service delivery

8. Personnel and Resources: Requirements for staffing, qualification standards, and resource allocation

9. Data Protection and Security: Obligations regarding data handling, security measures, and compliance with Indonesian data protection laws

10. Confidentiality: Provisions for protecting confidential information of both parties

11. Intellectual Property Rights: Ownership and usage rights of pre-existing and newly created IP

12. Fees and Payment Terms: Pricing structure, payment schedule, and related financial terms

13. Performance Metrics and SLAs: Specific service level requirements, KPIs, and measurement criteria

14. Governance and Reporting: Management structure, reporting requirements, and oversight procedures

15. Termination: Grounds for termination, notice requirements, and consequences of termination

16. Exit Management: Procedures for service transition upon termination or expiry

17. Force Majeure: Provisions for handling events beyond parties' reasonable control

18. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law provisions

19. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement provisions