The Vendor Partnership Agreement is a crucial document for businesses operating in Indonesia that wish to establish formal, structured relationships with their suppliers and service providers. This agreement type is particularly important given Indonesia's complex regulatory environment and the need to comply with local laws while maintaining international business standards. The document addresses key aspects required under Indonesian law, including provisions from the Civil Code (Kitab Undang-undang Hukum Perdata), Trade Law (UU No. 7/2014), and relevant sector-specific regulations. It typically includes detailed terms covering service scope, performance metrics, pricing, intellectual property rights, confidentiality, and dispute resolution mechanisms. The agreement is designed to protect both parties' interests while fostering long-term business relationships in the Indonesian market context.
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1. Parties: Identification of the contracting parties with full legal names, registration numbers, and addresses
2. Background: Context of the agreement, relationship between parties, and general purpose of the partnership
3. Definitions: Defined terms used throughout the agreement for clarity and consistency
4. Scope of Partnership: Detailed description of the partnership arrangement and services/products to be provided
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Rights and Obligations: Detailed responsibilities and rights of each party under the partnership
7. Commercial Terms: Pricing, payment terms, invoicing procedures, and financial arrangements
8. Performance Standards: Quality standards, KPIs, and service level requirements
9. Intellectual Property Rights: Ownership and usage rights of IP, including pre-existing and newly created IP
10. Confidentiality: Protection of confidential information and trade secrets
11. Representations and Warranties: Statements of fact and promises made by each party
12. Liability and Indemnification: Allocation of risks and responsibilities for damages
13. Force Majeure: Provisions for unforeseen circumstances preventing performance
14. Termination: Grounds and procedures for ending the agreement
15. Dispute Resolution: Procedures for resolving conflicts, including jurisdiction and governing law
16. General Provisions: Standard contractual clauses including notices, amendments, and assignment
1. Compliance with Anti-Corruption Laws: Required when dealing with government contracts or high-risk industries
2. Data Protection: Necessary when partnership involves processing of personal or sensitive data
3. Insurance Requirements: Important when services involve physical goods or operational risks
4. Environmental Compliance: Relevant for partnerships involving manufacturing or environmental impacts
5. Import/Export Compliance: Required for international trade activities
6. Security Requirements: Necessary for partnerships involving IT systems or sensitive information
7. Personnel and Training: Important when vendor staff will work closely with the company
8. Business Continuity: Relevant for critical service providers or long-term partnerships
9. Marketing and Branding: Required when partnership involves co-branding or public relations
10. Exclusivity Provisions: Optional restrictions on working with competitors
1. Schedule 1: Services Description: Detailed specification of services or products to be provided
2. Schedule 2: Pricing and Payment Terms: Detailed pricing structure, payment schedules, and financial terms
3. Schedule 3: Service Levels and KPIs: Specific performance metrics and measurement criteria
4. Schedule 4: Technical Requirements: Technical specifications and standards for products or services
5. Schedule 5: Operational Procedures: Day-to-day operational processes and procedures
6. Schedule 6: Contact Details: Key personnel and escalation contacts for both parties
7. Schedule 7: Compliance Requirements: Specific regulatory or industry compliance requirements
8. Appendix A: Form of Purchase Order: Standard template for ordering goods or services
9. Appendix B: Change Request Form: Template for requesting changes to services or terms
10. Appendix C: Required Insurance Certificates: Specifications for required insurance coverage
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