Contract Transfer Agreement Template for Indonesia

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Key Requirements PROMPT example:

Contract Transfer Agreement

"I need a Contract Transfer Agreement under Indonesian law to transfer our software licensing agreement from our parent company PT Tech Solutions to our newly formed subsidiary PT Tech Innovation, planned for March 2025, with specific provisions for maintaining existing service levels and intellectual property rights."

Document background
The Contract Transfer Agreement is a crucial legal instrument used when a party to an existing contract needs to transfer their contractual position to another entity. This commonly occurs in corporate restructuring, business acquisitions, or when operational requirements necessitate a change in contracting parties. Under Indonesian law, particularly the Civil Code (KUHPerdata), such transfers require formal documentation and the explicit consent of all parties involved. The agreement must address key elements including the scope of transfer, effective date, and any conditions precedent, while ensuring compliance with Indonesian regulatory requirements, including language requirements under Law No. 24 of 2009. The document serves as evidence of the transfer and provides legal certainty for all parties regarding their rights and obligations post-transfer.
Suggested Sections

1. Parties: Identification of all parties involved: the transferor (original contract party), the transferee (new party), and the counterparty to the original contract

2. Background: Context of the original contract and the reason for the transfer, including reference to the original contract date and parties

3. Definitions: Key terms used in the agreement, including 'Original Contract', 'Transfer Date', and other relevant defined terms

4. Transfer of Rights and Obligations: Core provision detailing the transfer of contractual rights and obligations from transferor to transferee

5. Effective Date: Specification of when the transfer becomes effective and any conditions precedent

6. Consent and Acknowledgment: Counterparty's formal consent to the transfer and acknowledgment of the transferee as the new contract party

7. Representations and Warranties: Basic representations from all parties regarding authority, capacity, and validity of the transfer

8. Release of Transferor: Terms regarding the release of the transferor from future obligations under the original contract

9. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes

10. Language: Language provisions complying with Law No. 24 of 2009, specifying Bahasa Indonesia and any dual language requirements

11. Execution: Signature blocks and execution requirements for all parties

Optional Sections

1. Partial Transfer Provisions: Required when only certain rights or obligations are being transferred rather than the entire contract

2. Regulatory Approvals: Required when the transfer needs specific regulatory clearances or registrations

3. Security and Guarantees: Required when existing security or guarantees need to be addressed or new ones provided

4. Intellectual Property: Required when the original contract involves IP rights that need special transfer provisions

5. Employee Matters: Required when the transfer affects employment relationships or contracts

6. Tax Provisions: Required when there are specific tax implications or arrangements regarding the transfer

7. Transition Provisions: Required when there needs to be a transition period or specific handover arrangements

8. Confidentiality: Optional enhanced confidentiality provisions beyond standard terms

9. Force Majeure: Optional inclusion if specific force majeure provisions need to be addressed in the transfer context

Suggested Schedules

1. Schedule 1 - Original Contract: Copy of the original contract being transferred

2. Schedule 2 - Specific Rights and Obligations: Detailed list of rights and obligations being transferred (particularly important for partial transfers)

3. Schedule 3 - Transfer Requirements: List of any specific requirements, approvals, or conditions for the transfer

4. Schedule 4 - Outstanding Obligations: List of any outstanding obligations or payments under the original contract

5. Schedule 5 - Related Agreements: List and copies of any related agreements affected by the transfer

6. Appendix A - Required Notices: Forms of any required notices to third parties regarding the transfer

7. Appendix B - Regulatory Filings: Copies of any required regulatory filings or approvals

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

Banking and Financial Services

Real Estate and Property

Manufacturing

Technology and Software

Energy and Resources

Infrastructure

Telecommunications

Retail and Consumer Goods

Healthcare

Transportation and Logistics

Construction

Agriculture and Commodities

Education

Professional Services

Relevant Teams

Legal

Compliance

Corporate Secretariat

Finance

Operations

Risk Management

Commercial

Business Development

Procurement

Contract Administration

Corporate Affairs

Regulatory Affairs

Relevant Roles

Legal Counsel

Contract Manager

Business Development Manager

Chief Legal Officer

Corporate Secretary

Compliance Officer

Risk Manager

Chief Financial Officer

Operations Director

Project Manager

Commercial Director

General Manager

Chief Executive Officer

Procurement Manager

Business Unit Head

Legal Operations 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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