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First Refusal Agreements are essential instruments in Indonesian business transactions, providing a structured framework for protecting parties' interests in potential future deals. These agreements are commonly used when parties wish to maintain strategic control over asset transfers, corporate ownership changes, or business opportunities. The document, governed by Indonesian law, particularly the Civil Code (KUHPerdata) and relevant commercial regulations, outlines specific circumstances triggering the right of first refusal, detailed procedures for exercising the right, and mechanisms for determining transaction terms. First Refusal Agreements are particularly valuable in joint ventures, real estate developments, and corporate shareholding arrangements, where maintaining control over ownership transfers or business opportunities is crucial for strategic interests.

1. Parties: Identification of all parties to the agreement, including full legal names and addresses

2. Background: Context of the agreement, relationship between parties, and purpose of the right of first refusal

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

4. Grant of Right of First Refusal: Clear statement of the right being granted and its scope

5. Subject Matter: Detailed description of the asset, shares, or opportunity subject to the right of first refusal

6. Notice Requirements: Procedures and requirements for notification when a third-party offer is received

7. Exercise Period: Timeframe and process for exercising the right of first refusal

8. Purchase Price and Payment Terms: How the purchase price will be determined and payment conditions

9. Exercise Procedure: Detailed steps for exercising the right and completing the transaction

10. Term and Termination: Duration of the agreement and circumstances for termination

11. Confidentiality: Obligations regarding confidential information shared during the process

12. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction details

13. Notices: Format and method for all formal communications under the agreement

14. General Provisions: Standard boilerplate clauses including amendment, assignment, and severability