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Joint Venture Operating Agreement

Joint Venture Operating Agreement Template for Indonesia

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Key Requirements PROMPT example:

Joint Venture Operating Agreement

"Need a Joint Venture Operating Agreement for a technology manufacturing partnership between our Singapore-based semiconductor company and an Indonesian local partner, with 65% foreign ownership, including specific provisions for technology transfer and IP protection, to be signed by March 2025."

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Document background
The Joint Venture Operating Agreement is a crucial document used when two or more parties, typically including at least one Indonesian entity, decide to collaborate in a business venture in Indonesia. This agreement is essential for establishing the operational framework of the joint venture company (PT) and must comply with Indonesian investment regulations, particularly Law No. 25 of 2007 on Investment and Law No. 40 of 2007 on Limited Liability Companies. The document addresses key aspects such as capital structure, management control, technology transfer, and local content requirements while considering sector-specific regulations and investment restrictions. It's particularly important in sectors where foreign ownership is limited by the Investment Priority List (Positive List) and requires careful structuring to ensure compliance with both corporate and regulatory requirements. The agreement must be drafted in both Indonesian and English languages as per Law No. 24 of 2009, with the Indonesian version prevailing in case of inconsistencies.
Suggested Sections

1. Parties: Identification of the joint venture partners and their corporate details

2. Background: Context of the joint venture formation and parties' intentions

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Formation of Joint Venture: Details of the joint venture company establishment, including shareholding structure and capital contribution

5. Business Scope: Defined scope of joint venture activities and any restrictions

6. Capital and Funding: Initial capitalization, future funding obligations, and funding mechanisms

7. Management and Governance: Board composition, voting rights, reserved matters, and management structure

8. Shareholders' Rights and Obligations: Key rights and responsibilities of each party

9. Operations and Business Plan: Operational framework and annual business planning requirements

10. Financial Matters: Financial management, accounting principles, dividend policy, and reporting requirements

11. Transfer of Shares: Share transfer restrictions, right of first refusal, tag-along and drag-along rights

12. Deadlock Resolution: Procedures for resolving management deadlocks

13. Term and Termination: Duration of agreement and grounds for termination

14. Consequences of Termination: Process and obligations upon termination

15. Confidentiality: Protection of confidential information and trade secrets

16. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation

17. Dispute Resolution: Mechanism for resolving disputes, including jurisdiction and governing law

18. General Provisions: Standard clauses including notices, amendments, and entire agreement

Optional Sections

1. Intellectual Property Rights: Detailed IP arrangements when the JV involves significant IP assets or technology transfer

2. Environmental Compliance: Specific provisions for environmentally sensitive industries or operations

3. Local Content Requirements: Specific provisions for industries subject to Indonesian local content requirements

4. Export/Import Provisions: For joint ventures involved in international trade

5. Technology Transfer: Specific provisions when the JV involves significant technology transfer from foreign partners

6. Corporate Social Responsibility: For joint ventures in sectors requiring significant community engagement

7. Force Majeure: Detailed force majeure provisions for high-risk industries or locations

8. Anti-Corruption Compliance: Enhanced compliance provisions for regulated industries or government contracts

Suggested Schedules

1. Schedule 1 - Initial Business Plan: Detailed first-year operational and financial plans

2. Schedule 2 - Capital Contributions: Detailed breakdown of initial and committed capital contributions

3. Schedule 3 - Reserved Matters: List of decisions requiring special approval

4. Schedule 4 - Key Performance Indicators: Agreed performance metrics and targets

5. Schedule 5 - Initial Officers and Directors: List of initial management team and board members

6. Schedule 6 - Technical Services Agreement: Terms of technical support if provided by any party

7. Schedule 7 - License Agreements: Details of any technology or trademark licenses

8. Schedule 8 - Form of Shareholders Resolution: Template for shareholder resolutions

9. Schedule 9 - Corporate Governance Guidelines: Detailed governance procedures and policies

10. Schedule 10 - Asset Register: List of initial assets contributed to the joint venture

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions























































Clauses














































Relevant Industries

Manufacturing

Technology

Mining and Natural Resources

Agriculture

Infrastructure

Telecommunications

Financial Services

Retail and Consumer Goods

Healthcare and Pharmaceuticals

Energy and Utilities

Transportation and Logistics

Construction and Real Estate

Education Services

Tourism and Hospitality

Relevant Teams

Legal

Corporate Affairs

Business Development

Finance

Operations

Compliance

Risk Management

Corporate Strategy

Investment

Corporate Governance

Commercial

International Business

Mergers & Acquisitions

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Head of Business Development

Investment Director

Managing Director

Board Director

Commercial Director

Operations Director

Legal Director

Compliance Officer

Corporate Development Manager

Joint Venture Manager

Senior Legal Counsel

Project Director

Strategy Director

Risk Management Officer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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