The Contract Framework Agreement is essential for businesses operating in Indonesia who engage in recurring transactions or long-term business relationships. This document type is particularly valuable when parties anticipate multiple contracts or purchase orders over time and wish to avoid negotiating terms for each transaction. The agreement must comply with Indonesian Civil Code (KUHPerdata) requirements and relevant commercial regulations while incorporating international best practices where applicable. It typically includes core terms covering contract formation, pricing mechanisms, performance standards, and dispute resolution, with flexibility to accommodate specific industry requirements. The framework nature allows for efficient business operations while maintaining legal certainty under Indonesian law. This structure is particularly relevant for businesses seeking to establish stable, long-term commercial relationships in Indonesia's growing market.
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1. Parties: Identification of the contracting parties, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, relationship between parties, and general purpose of the framework
3. Definitions: Comprehensive list of defined terms used throughout the agreement
4. Scope of Agreement: Overall scope of the framework and types of transactions/services it covers
5. Term and Termination: Duration of the framework agreement, renewal provisions, and termination circumstances
6. Contract Formation Process: Process for forming individual contracts under the framework, including purchase orders and acceptance
7. General Terms and Conditions: Standard terms applying to all contracts formed under the framework
8. Pricing and Payment Terms: General pricing principles, payment terms, and price adjustment mechanisms
9. Performance Standards: Required quality levels, KPIs, and service standards
10. Confidentiality: Protection of confidential information exchanged under the framework
11. Intellectual Property Rights: Ownership and usage rights of IP in the context of the framework
12. Liability and Indemnification: Allocation of risks and responsibilities between parties
13. Force Majeure: Circumstances excusing performance and related procedures
14. Dispute Resolution: Methods and procedures for resolving disputes
15. Governing Law: Specification of Indonesian law as governing law and jurisdiction
16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Compliance with Laws: Detailed compliance obligations, used when operating in heavily regulated industries
2. Insurance Requirements: Specific insurance obligations, included when significant operational risks exist
3. Data Protection: Detailed data handling requirements, needed when personal or sensitive data is involved
4. Environmental Compliance: Environmental obligations, included for environmentally sensitive operations
5. Anti-Corruption: Detailed anti-corruption provisions, particularly important for international transactions
6. Change Control: Formal process for managing changes, useful for complex operational relationships
7. Business Continuity: Business continuity and disaster recovery requirements, important for critical services
8. Parent Company Guarantee: Guarantee provisions, needed when parent company support is required
9. Foreign Exchange: Currency conversion and exchange risk provisions, for international transactions
10. Exit Management: Detailed exit procedures, important for complex operational relationships
1. Schedule 1 - Services/Products Description: Detailed description of services or products covered by the framework
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, rates, and calculation methodologies
3. Schedule 3 - Service Levels: Detailed service level requirements and measurement criteria
4. Schedule 4 - Operational Procedures: Day-to-day operational procedures and requirements
5. Schedule 5 - Form of Purchase Order: Template for individual orders under the framework
6. Schedule 6 - Key Personnel: List of key personnel from both parties involved in managing the framework
7. Schedule 7 - Technical Requirements: Technical specifications and requirements
8. Schedule 8 - Change Control Procedure: Detailed process for managing changes to the framework or individual contracts
9. Appendix A - Contact Details: Contact information for key personnel and authorized representatives
10. Appendix B - Reporting Requirements: Templates and requirements for regular reporting
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