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Due Diligence Engagement Letter
"I need a Due Diligence Engagement Letter for our Jakarta-based law firm to conduct legal and regulatory due diligence on a potential acquisition target in the Indonesian mining sector, with the investigation to commence in March 2025 and including specific provisions for handling environmental compliance records."
1. Parties: Identification of the engaging party (client) and the professional service provider, including complete legal names, registration numbers, and addresses
2. Background: Context of the engagement, including brief description of the target business/transaction and purpose of the due diligence
3. Definitions: Key terms used throughout the letter, including 'Due Diligence', 'Confidential Information', 'Deliverables', and 'Services'
4. Scope of Services: Detailed description of the due diligence services to be provided, including areas of investigation and type of review
5. Timeline and Deliverables: Expected duration of the engagement and description of reports or other deliverables to be provided
6. Fees and Payment Terms: Professional fees, payment schedule, and out-of-pocket expenses arrangements
7. Confidentiality Obligations: Obligations regarding confidential information handling, including during and after the engagement
8. Team and Resources: Key personnel assigned to the engagement and their roles
9. Client Responsibilities: Client's obligations including providing information, access to documents, and cooperation requirements
10. Limitation of Liability: Scope of the service provider's liability and any limitations thereof
11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
12. Signature Block: Execution section including date and authorized signatories
1. Third Party Rights: Section addressing rights of third parties to rely on the due diligence findings, used when other parties may need to rely on the report
2. Conflict of Interest: Specific provisions addressing potential conflicts, used when the service provider has multiple clients in the same industry
3. Data Protection: Specific provisions for handling personal data under Indonesian law, used when personal data processing is involved
4. Force Majeure: Provisions for unforeseen circumstances, used in longer-term engagements
5. Anti-Corruption Compliance: Specific anti-corruption provisions, used when dealing with government-related entities or high-risk sectors
6. Insurance: Professional indemnity insurance details, used in high-value transactions
7. Termination Rights: Specific termination provisions, used in complex or long-term engagements
1. Schedule 1 - Scope of Work: Detailed breakdown of areas to be covered in the due diligence investigation
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, including hourly rates and estimates for different phases
3. Schedule 3 - Team Structure: Detailed list of team members, their qualifications, and roles
4. Schedule 4 - Timeline: Detailed project timeline with key milestones and deliverables
5. Schedule 5 - Required Information: List of documents and information required from the client
6. Appendix A - Standard Terms and Conditions: Standard terms and conditions of the service provider
7. Appendix B - Confidentiality Agreement: Detailed confidentiality terms and NDA provisions if not included in main letter
Authors
Legal Services
Financial Services
Manufacturing
Technology
Real Estate
Mining and Resources
Retail and Consumer
Healthcare
Energy
Infrastructure
Transportation and Logistics
Telecommunications
Agriculture
Banking
Legal
Finance
Compliance
Risk Management
Corporate Development
Mergers & Acquisitions
Investment
Project Management
Due Diligence
Business Development
Corporate Secretarial
Executive Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Secretary
Head of Mergers & Acquisitions
Investment Director
Compliance Officer
Risk Manager
Due Diligence Manager
Project Manager
Transaction Lead
Managing Partner
Senior Partner
Associate Director
Business Development Director
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