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Commercial Agreement
"I need a Commercial Agreement for my Jakarta-based technology company to engage a local distributor for our software products in Indonesia, including provisions for revenue sharing, performance targets, and territory restrictions."
1. Parties: Identification of the contracting parties, including full legal names, company registration numbers, and registered addresses
2. Background: Context of the agreement, relationship between parties, and key objectives
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Agreement: Detailed description of the commercial arrangement, products/services covered
5. Term and Termination: Duration of the agreement, renewal provisions, and termination circumstances
6. Commercial Terms: Key business terms including pricing, payment terms, and delivery conditions
7. Rights and Obligations: Detailed responsibilities and rights of each party
8. Representations and Warranties: Statements of fact and promises made by each party
9. Confidentiality: Provisions for handling confidential information
10. Force Majeure: Circumstances beyond parties' control affecting performance
11. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
12. Language: Specification of dual language requirement and prevailing version as per Law No. 24 of 2009
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Intellectual Property Rights: Include when agreement involves IP transfer, licensing, or protection
2. Compliance with Laws: Add when specific regulatory compliance needs emphasis (e.g., data protection, industry regulations)
3. Insurance: Include when specific insurance requirements are necessary
4. Performance Metrics: Add when agreement includes specific KPIs or service levels
5. Change Control: Include for agreements where scope or specifications may need formal variation process
6. Anti-Corruption: Add for high-value contracts or when dealing with government-linked entities
7. Assignment and Subcontracting: Include when these rights need to be specifically regulated
8. Employee Non-Solicitation: Add when protecting against employee poaching is important
9. Exit Management: Include for complex services requiring transition arrangements
1. Schedule 1 - Commercial Terms: Detailed pricing, payment terms, and commercial conditions
2. Schedule 2 - Service Specifications: Detailed description of services or products
3. Schedule 3 - Service Levels: Performance metrics and service level requirements
4. Schedule 4 - Contact Details: Key contact persons and notice details for both parties
5. Schedule 5 - Required Insurance: Insurance types and coverage requirements
6. Appendix A - Technical Specifications: Technical details of products or services
7. Appendix B - Form of Purchase Order: Standard form for ordering under the agreement
8. Appendix C - Change Request Form: Template for requesting and documenting changes
Authors
Applicable Law
Business Day
Commencement Date
Confidential Information
Contract Year
Effective Date
Force Majeure Event
Governmental Authority
Intellectual Property Rights
Initial Term
Laws of Indonesia
Material Breach
Notice
Party/Parties
Products
Purchase Order
Related Entities
Representatives
Services
Service Levels
Specifications
Term
Territory
Third Party
Working Hours
Affiliate
Business Hours
Change Request
Deliverables
Dispute
Documentation
Fees
Good Industry Practice
Insolvency Event
Key Personnel
Liability
Payment Terms
Performance Standards
Quality Standards
Regulatory Approvals
Schedule
Termination Date
Trade Control Laws
VAT
Warranty Period
Definitions and Interpretation
Scope of Agreement
Duration and Term
Commercial Terms
Payment Terms
Delivery Terms
Performance Obligations
Service Levels
Quality Standards
Warranties and Representations
Intellectual Property Rights
Confidentiality
Data Protection
Force Majeure
Liability and Indemnification
Insurance
Termination Rights
Assignment and Subcontracting
Change Control
Anti-Corruption
Compliance with Laws
Language Requirements
Notice Provisions
Dispute Resolution
Governing Law
Entire Agreement
Severability
Amendment
Waiver
Third Party Rights
Counterparts
Relationship of Parties
Publicity and Announcements
Record Keeping
Audit Rights
Employee Non-Solicitation
Competition Restrictions
Export Control
Tax Provisions
Currency and Exchange Rate
Boilerplate Clauses
Manufacturing
Technology
Retail
Consumer Goods
Financial Services
Energy
Infrastructure
Telecommunications
Agriculture
Mining
Healthcare
Transportation
Logistics
Construction
Professional Services
Legal
Commercial
Procurement
Business Development
Operations
Sales
Compliance
Risk Management
Finance
Corporate Affairs
Chief Executive Officer
Chief Commercial Officer
Commercial Director
Legal Director
Head of Legal
Contract Manager
Procurement Manager
Business Development Manager
Operations Director
Sales Director
General Counsel
Legal Counsel
Compliance Officer
Risk Manager
Commercial Manager
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