The Business Separation Agreement is a crucial document used when two or more business entities in Indonesia decide to end their business relationship and separate their combined operations. This agreement becomes necessary in various scenarios, including the dissolution of joint ventures, demergers, or the separation of consolidated business operations. The document, governed by Indonesian law, particularly Law No. 40 of 2007 on Limited Liability Companies and related regulations, provides a comprehensive framework for managing the separation process. It addresses essential elements such as asset division, liability allocation, employee transfers, intellectual property rights, and ongoing obligations between the parties. The agreement ensures that the separation process complies with local legal requirements while protecting the interests of all involved parties and maintaining business continuity during the transition period.
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1. Parties: Identification of all parties involved in the separation agreement, including their legal status and registration details
2. Background: Context of the business relationship and reasons for separation
3. Definitions: Definitions of key terms used throughout the agreement
4. Effective Date and Transition Period: Specification of when the separation takes effect and the timeline for transition
5. Separation Mechanism: Detailed process of how the business separation will be executed
6. Division of Assets and Liabilities: Clear allocation of tangible and intangible assets, and assignment of liabilities
7. Financial Settlement: Terms of financial settlements, including any purchase price, adjustments, and payment terms
8. Business Operations During Transition: Management of ongoing business operations during the separation process
9. Confidentiality: Protection of confidential information during and after separation
10. Non-Compete and Non-Solicitation: Restrictions on competition and employee/customer solicitation
11. Tax Matters: Allocation of tax liabilities and responsibilities
12. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
13. Notices: Process for formal communications between parties
14. General Provisions: Standard legal provisions including severability, entire agreement, and amendments
1. Intellectual Property Rights: Detailed allocation of IP rights when significant IP assets are involved
2. Employee Matters: Provisions for employee transfers and related obligations when employees are being transferred between entities
3. Ongoing Cooperation: Terms for continued cooperation when parties need to maintain certain business relationships
4. Shared Services Agreement: Terms for continuing shared services during transition when necessary
5. Insurance and Indemnification: Specific insurance requirements and indemnification terms for high-risk separations
6. Environmental Matters: Environmental liability allocation when relevant to the business operations
7. Government Approvals: Process for obtaining necessary government approvals when required by industry regulations
8. Parent Company Guarantees: Guarantees from parent companies when dealing with subsidiaries
1. Schedule A - Asset List: Comprehensive list of assets being divided between parties
2. Schedule B - Liability List: Detailed list of liabilities and their allocation
3. Schedule C - Intellectual Property Register: Register of all IP rights and their assignment
4. Schedule D - Employee Transfer List: List of employees to be transferred and their terms
5. Schedule E - Contracts and Assignments: List of contracts to be assigned or terminated
6. Schedule F - Transition Timeline: Detailed timeline for separation activities and milestones
7. Schedule G - Financial Statements: Relevant financial statements and adjustments
8. Appendix 1 - Separation Procedures: Detailed procedures for implementing the separation
9. Appendix 2 - Form of Notices: Templates for required notices and communications
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