Contractual Joint Venture Agreement Template for Indonesia

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Key Requirements PROMPT example:

Contractual Joint Venture Agreement

"I need a Contractual Joint Venture Agreement for a partnership between our Australian technology company and an Indonesian software development firm, with a focus on AI development and local market distribution, including provisions for technology transfer and IP protection."

Document background
The Contractual Joint Venture Agreement is a crucial document used in Indonesia when two or more parties wish to collaborate on a business venture without creating a separate legal entity. This type of agreement is particularly relevant under Indonesian law where foreign investment restrictions may apply or where parties prefer a more flexible arrangement than incorporating a company. The document must comply with Indonesian Investment Law, including any foreign ownership restrictions and mandatory language requirements. It typically includes detailed provisions on profit sharing, management control, intellectual property rights, and dispute resolution mechanisms. The agreement is especially useful for project-specific collaborations, technology partnerships, or ventures where parties want to maintain separate legal identities while working together under a contractual framework.
Suggested Sections

1. Parties: Identification of the joint venture parties with complete legal names and addresses

2. Background: Context of the joint venture formation, parties' intentions, and basic commercial understanding

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Scope and Nature of Joint Venture: Detailed description of the joint venture's business scope and objectives

5. Contributions and Financing: Parties' initial and ongoing contributions, funding mechanisms, and capital structure

6. Management and Control: Decision-making processes, management structure, and voting rights

7. Rights and Obligations of Parties: Core responsibilities and rights of each joint venture party

8. Profit Sharing and Distribution: Framework for sharing profits, losses, and distribution policies

9. Intellectual Property Rights: Ownership and usage rights of IP brought into or developed by the joint venture

10. Confidentiality: Protection of confidential information and trade secrets

11. Term and Termination: Duration of the agreement and circumstances for termination

12. Consequences of Termination: Process for winding up and asset distribution upon termination

13. Dispute Resolution: Mechanism for resolving disputes, including jurisdiction and governing law

14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

Optional Sections

1. Non-Competition: Restrictions on parties competing with the joint venture - include when parties operate in similar markets

2. Technology Transfer: Terms for technology sharing and transfer - include when the JV involves significant technical cooperation

3. Local Content Requirements: Compliance with Indonesian local content requirements - include for regulated industries

4. Employment Matters: Specific provisions for employee transfers or sharing - include when staff will be shared or transferred

5. Environmental Compliance: Environmental obligations and compliance - include for industries with environmental impact

6. Export/Import Provisions: Regulations for international trade - include when JV involves cross-border trade

7. Force Majeure: Provisions for unforeseen circumstances - include for long-term or high-risk ventures

8. Anti-Corruption Compliance: Anti-bribery and corruption provisions - include when dealing with government contracts or regulated industries

Suggested Schedules

1. Business Plan: Detailed business plan including objectives, strategies, and financial projections

2. Initial Contributions: Detailed list of each party's initial contributions (cash, assets, IP, etc.)

3. Reserved Matters: List of decisions requiring special approval or unanimous consent

4. Key Performance Indicators: Specific performance metrics and targets for the joint venture

5. Management Structure: Detailed organizational structure and reporting lines

6. Technical Specifications: Technical requirements and specifications for products/services

7. License Agreements: Forms of any technology or trademark license agreements

8. Service Level Agreements: Standards for any services provided between parties or to the JV

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

Manufacturing

Technology

Infrastructure

Mining and Natural Resources

Agriculture

Real Estate Development

Renewable Energy

Telecommunications

Retail and Consumer Goods

Financial Services

Healthcare

Education

Transportation and Logistics

Tourism and Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Business Development

Operations

Compliance

Risk Management

Strategic Planning

Project Management

Investment

Corporate Affairs

International Business

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Chief Financial Officer

Chief Operating Officer

Legal Director

Commercial Director

Business Development Manager

Investment Manager

Project Manager

Corporate Secretary

General Counsel

Compliance Officer

Finance Director

Operations Director

Risk Manager

Joint Venture Manager

Strategic Partnership Director

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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