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Overagreement Template for Indonesia

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Key Requirements PROMPT example:

Overagreement

"I need an Overagreement governed by Indonesian law for a technology services relationship between our Indonesian subsidiary and multiple international vendors, with specific focus on data protection and intellectual property provisions, to be effective from March 1, 2025."

Document background
The Overagreement is designed for complex business relationships in Indonesia where parties anticipate entering into multiple related agreements over time. It establishes a unified framework that streamlines future contracting processes by standardizing general terms, conditions, and operational procedures. This document type is particularly valuable for long-term business relationships involving recurring transactions or projects. The agreement must comply with Indonesian law, including the Civil Code (KUHPerdata) and Law No. 24 of 2009 regarding language requirements. It typically includes provisions for contract hierarchy, ensuring clear precedence rules between the Overagreement and subsequent related agreements, while maintaining flexibility for specific commercial arrangements. This structure is commonly used in various sectors where ongoing business relationships require consistent governance while accommodating diverse transaction types.
Suggested Sections

1. Parties: Identification of the contracting parties, including full legal names, company registration details, and addresses

2. Background: Context of the relationship and purpose of establishing an overarching agreement framework

3. Definitions: Key terms used throughout the agreement and related agreements, including definition of 'Related Agreements'

4. Scope and Hierarchy: Establishes the scope of the overagreement and its relationship with other agreements, including precedence rules

5. Term and Termination: Duration of the overagreement and circumstances under which it can be terminated

6. General Obligations: Core obligations of the parties that apply across all related agreements

7. Related Agreements: Process for entering into related agreements and their incorporation under this framework

8. Representations and Warranties: Standard representations and warranties that apply to all related agreements

9. Confidentiality: General confidentiality obligations applying to all agreements

10. Dispute Resolution: Process for resolving disputes under the overagreement or any related agreement

11. Governing Law: Specification of Indonesian law as governing law and interpretation principles

12. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement provisions

Optional Sections

1. Compliance with Laws: Specific section on regulatory compliance, particularly relevant if parties operate in regulated industries

2. Intellectual Property: Include if IP rights are likely to be relevant across multiple related agreements

3. Security and Performance Guarantees: Required if parties want to establish standard security requirements for all related agreements

4. Insurance: Include if standard insurance requirements will apply across all related agreements

5. Force Majeure: Detailed force majeure provisions if not covered in general provisions

6. Assignment and Subcontracting: Include if specific rules about assignment or subcontracting need to apply across all agreements

7. Data Protection: Required if personal data processing is involved in the business relationship

Suggested Schedules

1. Template Related Agreement: Standard form for related agreements to be entered into under this framework

2. Authorized Signatories: List of persons authorized to sign related agreements

3. Compliance Requirements: Specific regulatory or compliance requirements applicable to all related agreements

4. Notice Details: Contact information and notice requirements for all parties

5. Standard Terms and Conditions: Common terms and conditions that will apply to all related agreements

6. Excluded Matters: List of matters or types of agreements that are explicitly excluded from this framework

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



















































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Relevant Industries

Manufacturing

Technology

Financial Services

Energy

Infrastructure

Telecommunications

Healthcare

Retail

Mining

Agriculture

Construction

Transportation

Professional Services

Relevant Teams

Legal

Compliance

Corporate Secretariat

Business Development

Operations

Commercial

Risk Management

Procurement

Executive Management

Project Management

Relevant Roles

Chief Legal Officer

Legal Director

General Counsel

Contract Manager

Commercial Director

Chief Executive Officer

Chief Operating Officer

Head of Compliance

Legal Counsel

Business Development Director

Risk Manager

Corporate Secretary

Operations Director

Procurement Manager

Project 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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