1. Parties: Identification of the joint venture parties, including their complete legal names, registration numbers, and registered addresses
2. Background: Context of the joint venture formation, including the parties' intentions and general business objectives
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Formation of Joint Venture Company: Details of the new entity's establishment, including company name, form, and registration requirements
5. Business Scope: Detailed description of the joint venture's permitted business activities and limitations
6. Capital Structure and Contributions: Details of initial capitalization, shareholding ratios, and form of contributions (cash/assets)
7. Share Transfer Restrictions: Limitations on share transfers, including right of first refusal and tag-along/drag-along rights
8. Corporate Governance: Management structure, appointment of directors/commissioners, voting rights, and reserved matters
9. Shareholder Meetings: Procedures for conducting shareholder meetings, voting requirements, and quorum
10. Board of Directors and Commissioners: Composition, appointment, removal, and powers of the boards
11. Financial Matters: Financial management, accounting principles, audit requirements, and dividend policy
12. Additional Funding: Procedures for obtaining additional capital through shareholder loans or capital increases
13. Intellectual Property Rights: Ownership and licensing of IP rights brought into or developed by the joint venture
14. Non-Competition and Confidentiality: Restrictions on competitive activities and protection of confidential information
15. Term and Termination: Duration of the agreement and circumstances allowing for termination
16. Exit Mechanisms: Procedures for party exit, including share valuation methods and buyout provisions
17. Force Majeure: Definition of force majeure events and their consequences
18. Dispute Resolution: Mechanisms for resolving disputes, including choice of forum and arbitration procedures
19. Governing Law: Specification of Indonesian law as governing law and compliance requirements
20. Language: Specification of dual language requirements and prevailing version
21. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
