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Jv Contract (Wholesale)

Jv Contract (Wholesale) Template for Indonesia

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Key Requirements PROMPT example:

Jv Contract (Wholesale)

"Need a JV Contract (Wholesale) for a partnership between our Singapore-based electronics distribution company and an Indonesian distributor, with 60-40 ownership split, planning to commence operations by March 2025 and focusing on Java and Sumatra regions."

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Document background
The JV Contract (Wholesale) is a specialized agreement used to establish joint venture partnerships in Indonesia's wholesale distribution sector. This document is particularly relevant when local and foreign companies seek to combine resources, expertise, and market access for wholesale trading operations. It addresses key requirements under Indonesian law, including the Investment Law (Law No. 25 of 2007), Trade Law (Law No. 7 of 2014), and relevant ministerial regulations governing wholesale trade. The contract structure ensures compliance with foreign ownership restrictions, wholesale trading license requirements, and operational regulations while establishing clear frameworks for partnership governance, profit sharing, and operational management. This document is essential for businesses looking to establish strong, compliant wholesale distribution operations in Indonesia through joint venture arrangements.
Suggested Sections

1. Parties: Identification of all parties entering into the JV agreement, including complete legal names and addresses

2. Background: Context of the joint venture, including business objectives and each party's general roles

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Joint Venture Formation: Details of the JV entity formation, including company name, registered address, and business scope

5. Capital Contribution: Specification of initial and subsequent capital contributions from each party

6. Ownership Structure: Details of shareholding percentages and share classes

7. Management and Control: Governance structure, board composition, and decision-making processes

8. Business Operations: Operational framework including management of wholesale activities

9. Rights and Obligations: Detailed responsibilities and rights of each party

10. Profit and Loss Sharing: Distribution of profits and allocation of losses

11. Transfer of Shares: Rules regarding share transfers, including pre-emptive rights and transfer restrictions

12. Confidentiality: Protection of confidential information and trade secrets

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

14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

15. General Provisions: Standard clauses including notices, amendments, and severability

Optional Sections

1. Intellectual Property Rights: Required when the JV involves significant IP contributions or development

2. Non-Competition: Include when parties need restrictions on competing activities

3. Employee Matters: Necessary when the JV involves significant staffing considerations or employee transfers

4. Marketing and Branding: Include when the JV requires specific branding or marketing arrangements

5. Technology Transfer: Required when technical knowledge or technology transfer is part of the JV

6. Export/Import Provisions: Include for JVs involving international trade activities

7. Environmental Compliance: Required for operations with significant environmental impact

8. Force Majeure: Optional detailed provisions for unforeseen circumstances

9. Anti-Corruption Compliance: Include for enhanced compliance requirements or international partners

Suggested Schedules

1. Business Plan: Detailed business plan including market analysis and financial projections

2. Capital Contribution Schedule: Detailed breakdown of each party's capital contributions and timing

3. Shareholders Agreement: Detailed arrangements between shareholders

4. License and Permits: Copies of required business licenses and permits

5. Key Personnel: List of key management positions and initial appointees

6. Asset Schedule: Inventory of assets contributed to the JV

7. Territory and Distribution Rights: Detailed mapping of wholesale distribution territories and rights

8. Product Schedule: List of products covered under the wholesale agreement

9. Technical Specifications: Technical requirements and standards for operations

10. Compliance Procedures: Detailed compliance protocols and requirements

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

Wholesale Trade

Consumer Goods

Fast-Moving Consumer Goods (FMCG)

Industrial Products

Manufacturing

Retail Distribution

Import/Export

Logistics and Supply Chain

Food and Beverage Distribution

Electronics Distribution

Automotive Parts Distribution

Pharmaceutical Distribution

Relevant Teams

Legal

Operations

Commercial

Business Development

Supply Chain

Distribution

Compliance

Investment

Partnerships

International Trade

Sales

Logistics

Relevant Roles

Chief Executive Officer

Chief Operating Officer

General Counsel

Legal Director

Commercial Director

Business Development Manager

Operations Manager

Supply Chain Manager

Distribution Manager

Compliance Officer

Investment Manager

Partnership Manager

Wholesale Operations Director

Trading Manager

Regional Sales Director

Logistics Manager

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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