The Contractual Joint Venture agreement template is designed for businesses seeking to establish collaborative ventures in Indonesia without creating a separate legal entity. This document type is particularly relevant when parties wish to maintain their separate legal identities while collaborating on specific projects or business activities. It's commonly used in situations where regulatory restrictions limit foreign ownership, or where parties prefer a more flexible arrangement than incorporating a new company. The agreement covers essential aspects such as profit sharing, management control, operational responsibilities, and risk allocation, while ensuring compliance with Indonesian investment laws and regulations. This document type is especially useful for time-bound projects, pilot ventures, or collaborative arrangements where parties want to test the waters before establishing a more permanent structure.

1. Parties: Identification of the joint venture parties and their legal status

2. Recitals: Background and context of the joint venture arrangement

3. Definitions and Interpretation: Key terms used in the agreement and rules of interpretation

4. Purpose and Scope: Objectives of the joint venture and scope of collaboration

5. Duration: Term of the joint venture and conditions for renewal

6. Contributions: Parties' respective contributions (capital, assets, technology, expertise)

7. Management and Control: Decision-making processes and management structure

8. Business Operations: Day-to-day operational procedures and responsibilities

9. Financial Arrangements: Profit sharing, losses, accounting, and financial management

10. Representations and Warranties: Parties' statements of fact and assurances

11. Confidentiality: Protection of confidential information and trade secrets

12. Non-Competition: Restrictions on competitive activities

13. Intellectual Property: Ownership and usage of IP rights

14. Regulatory Compliance: Compliance with Indonesian laws and regulations

15. Force Majeure: Provisions for unforeseen circumstances

16. Default and Termination: Events of default and termination procedures

17. Dispute Resolution: Mechanism for resolving disputes

18. Governing Law: Application of Indonesian law and jurisdiction

19. Notices: Communication procedures between parties

20. General Provisions: Miscellaneous legal and administrative provisions