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The Joint Venture Letter of Intent is a crucial preliminary document used in Indonesian business transactions when two or more parties intend to form a joint venture company. It serves as a roadmap for negotiations and demonstrates serious intent while maintaining flexibility before final commitments. This document is particularly important in the Indonesian context due to the country's specific foreign investment regulations, mandatory local partnership requirements in certain sectors, and the need for various regulatory approvals. The LOI typically precedes the more detailed Joint Venture Agreement and helps parties align their expectations while conducting due diligence. It must comply with Indonesian legal requirements, including language requirements under Law No. 24 of 2009 and investment restrictions under Presidential Regulation No. 10 of 2021.

1. Parties: Identification of all parties involved, including full legal names, registration numbers, and addresses of the proposed joint venture partners

2. Background: Context of the proposed joint venture, including the business opportunity and reasons for collaboration

3. Definitions: Key terms used throughout the document

4. Purpose of the Joint Venture: Clear statement of the intended business activities and objectives of the proposed joint venture

5. Proposed Structure: Outline of the intended corporate and ownership structure, including proposed shareholding percentages

6. Key Terms: Essential business terms including proposed capital contribution, management structure, and profit sharing principles

7. Timeline: Proposed schedule for due diligence, definitive agreement negotiation, and joint venture formation

8. Exclusivity: Terms regarding exclusive negotiations during the specified period

9. Confidentiality: Binding provisions regarding the protection of confidential information exchanged during negotiations

10. Costs and Expenses: Allocation of costs incurred during the negotiation and formation process

11. Nature of the LOI: Clear statement identifying which provisions are binding and non-binding

12. Governing Law: Specification of Indonesian law as the governing law

13. Language: Statement regarding the language(s) of the document and which version prevails

14. Signatures: Execution block for all parties