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Contract Transfer Agreement
"I need a Contract Transfer Agreement under Indonesian law to transfer our software licensing agreement from our parent company PT Tech Solutions to our newly formed subsidiary PT Tech Innovation, planned for March 2025, with specific provisions for maintaining existing service levels and intellectual property rights."
1. Parties: Identification of all parties involved: the transferor (original contract party), the transferee (new party), and the counterparty to the original contract
2. Background: Context of the original contract and the reason for the transfer, including reference to the original contract date and parties
3. Definitions: Key terms used in the agreement, including 'Original Contract', 'Transfer Date', and other relevant defined terms
4. Transfer of Rights and Obligations: Core provision detailing the transfer of contractual rights and obligations from transferor to transferee
5. Effective Date: Specification of when the transfer becomes effective and any conditions precedent
6. Consent and Acknowledgment: Counterparty's formal consent to the transfer and acknowledgment of the transferee as the new contract party
7. Representations and Warranties: Basic representations from all parties regarding authority, capacity, and validity of the transfer
8. Release of Transferor: Terms regarding the release of the transferor from future obligations under the original contract
9. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
10. Language: Language provisions complying with Law No. 24 of 2009, specifying Bahasa Indonesia and any dual language requirements
11. Execution: Signature blocks and execution requirements for all parties
1. Partial Transfer Provisions: Required when only certain rights or obligations are being transferred rather than the entire contract
2. Regulatory Approvals: Required when the transfer needs specific regulatory clearances or registrations
3. Security and Guarantees: Required when existing security or guarantees need to be addressed or new ones provided
4. Intellectual Property: Required when the original contract involves IP rights that need special transfer provisions
5. Employee Matters: Required when the transfer affects employment relationships or contracts
6. Tax Provisions: Required when there are specific tax implications or arrangements regarding the transfer
7. Transition Provisions: Required when there needs to be a transition period or specific handover arrangements
8. Confidentiality: Optional enhanced confidentiality provisions beyond standard terms
9. Force Majeure: Optional inclusion if specific force majeure provisions need to be addressed in the transfer context
1. Schedule 1 - Original Contract: Copy of the original contract being transferred
2. Schedule 2 - Specific Rights and Obligations: Detailed list of rights and obligations being transferred (particularly important for partial transfers)
3. Schedule 3 - Transfer Requirements: List of any specific requirements, approvals, or conditions for the transfer
4. Schedule 4 - Outstanding Obligations: List of any outstanding obligations or payments under the original contract
5. Schedule 5 - Related Agreements: List and copies of any related agreements affected by the transfer
6. Appendix A - Required Notices: Forms of any required notices to third parties regarding the transfer
7. Appendix B - Regulatory Filings: Copies of any required regulatory filings or approvals
Authors
Banking and Financial Services
Real Estate and Property
Manufacturing
Technology and Software
Energy and Resources
Infrastructure
Telecommunications
Retail and Consumer Goods
Healthcare
Transportation and Logistics
Construction
Agriculture and Commodities
Education
Professional Services
Legal
Compliance
Corporate Secretariat
Finance
Operations
Risk Management
Commercial
Business Development
Procurement
Contract Administration
Corporate Affairs
Regulatory Affairs
Legal Counsel
Contract Manager
Business Development Manager
Chief Legal Officer
Corporate Secretary
Compliance Officer
Risk Manager
Chief Financial Officer
Operations Director
Project Manager
Commercial Director
General Manager
Chief Executive Officer
Procurement Manager
Business Unit Head
Legal Operations Manager
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