The Supplier Service Agreement serves as the primary contractual framework for businesses engaging external service providers in Indonesia. This document is essential when establishing a formal business relationship for ongoing service provision, whether for operational, technical, or professional services. The agreement must comply with Indonesian law, particularly the Civil Code and relevant business regulations, while addressing key commercial terms such as service scope, performance metrics, and payment conditions. The document includes provisions for service levels, intellectual property rights, confidentiality, and dispute resolution, tailored to meet both parties' needs while ensuring enforceability under Indonesian jurisdiction. This template is particularly valuable for businesses seeking to formalize their service arrangements while maintaining compliance with local legal requirements and business practices.
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1. Parties: Identification of the supplier and customer, including their complete legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of the services to be provided by the supplier
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Supplier Obligations: Key responsibilities and commitments of the supplier in delivering the services
7. Customer Obligations: Key responsibilities and commitments of the customer in facilitating service delivery
8. Fees and Payment Terms: Pricing structure, payment schedule, invoicing requirements, and payment methods
9. Service Levels: Performance standards, KPIs, and measurement criteria
10. Intellectual Property Rights: Ownership and usage rights of IP created or used during service provision
11. Confidentiality: Protection and handling of confidential information
12. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations
13. Force Majeure: Provisions for handling events beyond reasonable control
14. Termination: Grounds for termination, notice periods, and consequences of termination
15. Governing Law and Dispute Resolution: Applicable law and mechanism for resolving disputes
16. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Data Protection: Required if personal data processing is involved in service delivery
2. Insurance: Needed for services with significant operational risks or regulatory requirements
3. Environmental Compliance: Required for services with environmental impact
4. Anti-Bribery and Corruption: Important for high-value contracts or government-related services
5. Business Continuity: Necessary for critical services or long-term arrangements
6. Change Control: Required for complex services likely to need modification over time
7. Subcontracting: Needed if supplier may need to engage subcontractors
8. Export Control: Required for international services or technology transfers
9. Health and Safety: Important for on-site services or physical product handling
1. Schedule 1 - Service Specifications: Detailed technical and operational specifications of the services
2. Schedule 2 - Service Levels and KPIs: Detailed performance metrics, measurement methods, and reporting requirements
3. Schedule 3 - Pricing and Payment Schedule: Detailed fee structure, rates, and payment terms
4. Schedule 4 - Key Personnel: List of key personnel from both parties responsible for service delivery and management
5. Schedule 5 - Implementation Plan: Timeline and milestones for service implementation or transition
6. Schedule 6 - Technical Requirements: Specific technical standards, systems, or infrastructure requirements
7. Schedule 7 - Governance and Reporting: Management structure, meeting schedule, and reporting requirements
8. Appendix A - Form of Change Order: Template for documenting and approving changes to services
9. Appendix B - Security Requirements: Detailed security protocols and requirements
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