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The Intent to Purchase Agreement is a critical document in Indonesian commercial transactions, particularly in mergers and acquisitions, real estate, and significant asset purchases. It serves as a bridge between preliminary discussions and final purchase agreements, providing a structured framework while maintaining flexibility for detailed negotiations. Under Indonesian law, particularly the Civil Code (KUHPerdata) and commercial regulations, this document typically includes provisions for exclusivity, confidentiality, and due diligence rights, while establishing good faith obligations for both parties. The agreement is especially important in the Indonesian context where formal documentation of intentions is valued in business relationships and can help secure necessary corporate or regulatory approvals. While not a final purchase agreement, the Intent to Purchase Agreement creates certain binding obligations while allowing parties to proceed with more detailed investigations and negotiations.

1. Parties: Identification and details of the potential buyer and seller, including their legal status and authority to enter into the agreement

2. Background: Context of the proposed purchase and brief description of the asset or business to be purchased

3. Definitions: Key terms used throughout the agreement, ensuring clear interpretation under Indonesian law

4. Purchase Intent: Clear statement of the buyer's intention to purchase and the seller's acknowledgment, including the general scope of the proposed transaction

5. Subject Matter: Detailed description of the asset, property, or business intended to be purchased

6. Proposed Purchase Price: Indicative price or price range, subject to due diligence and final negotiations

7. Due Diligence: Rights and process for the buyer to conduct due diligence investigations

8. Exclusivity Period: Period during which the seller agrees not to negotiate with other potential buyers

9. Confidentiality: Obligations regarding the confidential treatment of information exchanged

10. Good Faith Obligations: Commitment to negotiate in good faith, as required under Indonesian law

11. Timeline: Proposed timeline for due diligence, negotiations, and execution of definitive agreements

12. Costs and Expenses: Allocation of costs related to the proposed transaction and negotiations

13. Governing Law and Jurisdiction: Confirmation of Indonesian law as governing law and jurisdiction for disputes