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Jv Term Sheet Template for Indonesia

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Key Requirements PROMPT example:

Jv Term Sheet

"I need a JV Term Sheet for a proposed joint venture between our Australian tech company and an Indonesian e-commerce company, where we'll contribute our SaaS platform and they'll provide local market access and operations, targeting completion by March 2025."

Document background
The JV Term Sheet is a crucial preliminary document used when parties intend to form a joint venture in Indonesia. It serves as a roadmap for the transaction and subsequent detailed documentation. This document type is particularly important in the Indonesian context due to the complex regulatory environment, foreign investment restrictions, and local business requirements. The Term Sheet captures essential commercial terms, governance structures, and regulatory considerations while remaining non-binding except for specific provisions like confidentiality and exclusivity. It's typically used during the initial stages of JV negotiations to ensure alignment between parties before proceeding with detailed due diligence and definitive agreements. The document must comply with Indonesian law requirements, including Law No. 40 of 2007 on Limited Liability Companies and Law No. 25 of 2007 on Investment.
Suggested Sections

1. Parties: Details of the proposed JV partners including full legal names and jurisdiction of incorporation

2. Background: Brief description of the parties and their intention to establish a joint venture

3. Definitions: Key terms used throughout the term sheet

4. JV Company Structure: Proposed legal form, name, and jurisdiction of the JV company

5. Business Scope: Defined scope of JV company's business activities and any territorial restrictions

6. Capital Structure: Initial capitalization, shareholding percentages, and funding commitments

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

8. Regulatory Approvals: Required governmental and regulatory approvals under Indonesian law

9. Timeline: Expected timeline for JV formation and key milestones

10. Confidentiality: Confidentiality obligations regarding the proposed transaction

11. Exclusivity: Period during which parties agree not to negotiate with other potential partners

12. Costs: Allocation of costs related to JV formation

13. Binding Effect: Specification of which terms are binding and non-binding

Optional Sections

1. Initial Business Plan: High-level business plan overview - included when initial operations are well-defined

2. Technology and IP Rights: Terms regarding IP contributions and licensing - included when IP is central to the JV

3. Non-Compete: Restrictions on competing activities - included when parties operate in similar markets

4. Dead Lock Resolution: Mechanism for resolving board or shareholder deadlocks - included for 50/50 JVs

5. Exit Mechanisms: Preliminary terms for exit options - included for JVs with planned exit timeline

6. Employment Matters: Key personnel and secondment arrangements - included when specific expertise is crucial

7. Related Party Transactions: Framework for agreements between JV and partners - included when significant ongoing relationships anticipated

Suggested Schedules

1. Initial Shareholding Structure: Detailed breakdown of shareholding percentages and share classes

2. List of Required Approvals: Comprehensive list of regulatory and third-party approvals needed

3. Reserved Matters: Detailed list of matters requiring special approval

4. Initial Capital Contributions: Schedule of initial contributions (cash, assets, IP) by each party

5. Key Commercial Terms: Summary of main commercial terms to be included in definitive agreements

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

Relevant legal definitions


















































Clauses







































Relevant Industries

Manufacturing

Technology

Mining and Natural Resources

Infrastructure

Financial Services

E-commerce

Healthcare

Agriculture

Telecommunications

Retail and Consumer Goods

Energy

Transportation and Logistics

Education

Property and Real Estate

Relevant Teams

Legal

Corporate Development

Strategy

Finance

Business Development

Mergers & Acquisitions

Investment

International Operations

Regulatory Compliance

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Head of Corporate Development

Head of Business Development

Investment Director

Managing Director

Corporate Secretary

Legal Counsel

Investment Manager

Business Development Manager

Strategy Director

Joint Venture Manager

Corporate Development Manager

Mergers & Acquisitions Director

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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