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The Exclusive Management Agreement is a crucial document used when a business entity seeks to delegate management responsibilities to a professional management service provider on an exclusive basis in Indonesia. This agreement type is particularly relevant in scenarios where specialized expertise or professional management capabilities are required for business operations. The document must comply with Indonesian legal requirements, including Law No. 40 of 2007 on Limited Liability Companies and Law No. 13 of 2003 on Manpower, especially when involving foreign management entities. It typically includes comprehensive provisions covering management scope, exclusivity rights, performance metrics, compensation structures, and operational control mechanisms, while addressing specific Indonesian regulatory requirements such as language requirements and foreign investment restrictions.

1. Parties: Identification of the parties entering into the agreement: the company/owner and the management provider

2. Background: Context of the agreement, including brief description of the business and purpose of the management arrangement

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Scope: Terms of appointment, confirmation of exclusivity, and detailed scope of management services

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Management Services: Detailed description of services to be provided, including specific responsibilities and authority levels

7. Exclusivity Provisions: Terms ensuring exclusive rights of the manager and territorial restrictions if applicable

8. Fees and Payment Terms: Management fees, payment schedule, expenses, and any performance-based compensation

9. Rights and Obligations: Specific rights and obligations of both parties

10. Performance Standards: Expected performance levels and quality standards for management services

11. Reporting Requirements: Regular reporting obligations and communication protocols

12. Confidentiality: Protection of confidential information and trade secrets

13. Intellectual Property: Ownership and usage rights of intellectual property

14. Termination: Grounds for termination, notice requirements, and consequences

15. Post-Termination Obligations: Obligations that survive termination, including non-compete and handover requirements

16. Governing Law: Confirmation of Indonesian law as governing law

17. Dispute Resolution: Process for resolving disputes, including jurisdiction and arbitration provisions

18. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments