Build Own Transfer Agreement Template for Indonesia

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Key Requirements PROMPT example:

Build Own Transfer Agreement

"I need a Build Own Transfer Agreement for a solar power plant project in West Java, Indonesia, with a 25-year operational period starting from March 2025, ensuring compliance with renewable energy regulations and including specific provisions for technology transfer to local entities."

Document background
The Build Own Transfer Agreement is a crucial document in Indonesian infrastructure development, typically used for large-scale public infrastructure projects under the public-private partnership (PPP) framework. It enables private sector participation in public infrastructure development while ensuring eventual public ownership. The agreement must comply with Indonesian regulations, particularly Presidential Regulation No. 38 of 2015 on PPPs and Law No. 2 of 2017 on Construction Services. It details the entire project lifecycle, including construction rights, operational responsibilities, revenue arrangements, and transfer mechanisms. This type of agreement is particularly relevant for projects where the government seeks private sector expertise and financing while maintaining long-term public ownership of essential infrastructure. The document includes comprehensive provisions for risk allocation, performance standards, regulatory compliance, and dispute resolution mechanisms tailored to the Indonesian legal context.
Suggested Sections

1. Parties: Identification of the project owner (usually government/state entity) and the project company

2. Background: Context of the project, purpose of the agreement, and basic premises

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Grant of Rights: Rights granted to the project company to build, own, and operate the facility

5. Term and Duration: Project timeline including construction, operation, and transfer periods

6. Land Rights and Site Access: Rights and conditions for land use and site access

7. Construction Obligations: Requirements for design, construction, testing, and commissioning

8. Operation and Maintenance: Standards and requirements for facility operation and maintenance

9. Performance Security: Requirements for performance bonds and other security instruments

10. Transfer Provisions: Conditions and process for transfer of the facility at the end of the term

11. Payment Provisions: Financial terms, revenue arrangements, and payment mechanisms

12. Force Majeure: Force majeure events and their consequences

13. Default and Termination: Events of default, remedies, and termination provisions

14. Dispute Resolution: Procedures for resolving disputes

15. Governing Law: Confirmation of Indonesian law as governing law and jurisdiction

16. Assignment and Change in Ownership: Restrictions on transfer of rights and change in control

17. Insurance: Required insurance coverage and terms

18. Representations and Warranties: Standard representations and warranties from both parties

19. Miscellaneous: Standard boilerplate provisions including notices, amendments, etc.

Optional Sections

1. Government Support: Terms of government support or guarantees, if applicable

2. Environmental Compliance: Detailed environmental obligations if project has significant environmental impact

3. Local Content Requirements: Specific provisions for local content if required by sector regulations

4. Interface Provisions: If project interfaces with other infrastructure or facilities

5. Step-in Rights: Lenders' step-in rights if project is financed by external lenders

6. Technology Transfer: If specific technology transfer obligations are required

7. Community Development: Social responsibility and community development obligations if required

8. Foreign Exchange Provisions: If project involves significant foreign currency elements

Suggested Schedules

1. Technical Specifications: Detailed technical requirements and specifications for the facility

2. Performance Standards: Required performance levels and measurement criteria

3. Site Plan and Land Details: Detailed description and plans of the project site

4. Construction Schedule: Detailed timeline for construction phase

5. Testing and Commissioning Procedures: Procedures for facility testing and commissioning

6. Operation and Maintenance Requirements: Detailed O&M specifications and standards

7. Transfer Requirements: Detailed requirements for facility condition at transfer

8. Forms of Bonds and Guarantees: Templates for required security instruments

9. Insurance Requirements: Detailed insurance specifications

10. Environmental Management Plan: Environmental compliance and management requirements

11. Initial Shareholding Structure: Details of project company ownership structure

12. Permits and Approvals: List of required permits and responsibilities

13. Financial Model: Agreed financial model and assumptions

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 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

Infrastructure Development

Energy & Power

Transportation

Water & Waste Management

Telecommunications

Ports & Harbors

Healthcare Facilities

Industrial Parks

Public Facilities

Urban Development

Renewable Energy

Mining & Resources

Relevant Teams

Legal

Project Management

Finance

Operations

Construction

Procurement

Risk & Compliance

Government Relations

Environmental

Technical Services

Business Development

Investment

Relevant Roles

Project Director

Legal Counsel

Infrastructure Development Manager

Contract Manager

Chief Financial Officer

Construction Manager

Operations Director

Risk Manager

Compliance Officer

Technical Director

Business Development Director

Government Relations Manager

Environmental Compliance Manager

Investment Manager

Project Finance Manager

Procurement 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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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