Corporate Management Agreement Template for Indonesia

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Key Requirements PROMPT example:

Corporate Management Agreement

"I need a Corporate Management Agreement under Indonesian law for a tech startup appointing a professional management company to handle day-to-day operations, with specific provisions for data protection and IP rights, starting March 2025."

Document background
The Corporate Management Agreement serves as a crucial document for businesses operating in Indonesia that seek to establish professional management arrangements or restructure their management framework. This agreement is particularly relevant when companies require external management expertise, during corporate restructuring, or when implementing professional management systems. The document, governed by Indonesian law, specifically Law No. 40 of 2007 on Limited Liability Companies, details the scope of management services, decision-making authority, reporting structures, and performance expectations. It addresses key aspects such as compliance with local regulations, corporate governance requirements, and risk management protocols while protecting both the company's and stakeholders' interests. The agreement is essential for ensuring clear delineation of management responsibilities and establishing accountability measures within Indonesia's business regulatory framework.
Suggested Sections

1. Parties: Identification of the contracting parties - typically the company and the management entity/individual

2. Background: Context of the agreement, including company status and reason for engaging management services

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Scope: Terms of appointment and detailed scope of management services to be provided

5. Duration and Term: Period of the agreement, including commencement date and renewal terms

6. Management Rights and Authority: Specific powers granted to management, including decision-making authority and limitations

7. Duties and Responsibilities: Detailed obligations of the management team, including reporting requirements and performance standards

8. Fees and Payment Terms: Management fees, payment schedule, and any performance-based compensation

9. Reporting and Accountability: Requirements for financial and operational reporting, meetings, and performance reviews

10. Confidentiality: Provisions regarding confidential information and trade secrets

11. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation

12. Termination: Grounds for termination, notice requirements, and consequences

13. Governing Law and Dispute Resolution: Application of Indonesian law and dispute resolution mechanisms

14. General Provisions: Standard clauses including notices, amendments, and severability

Optional Sections

1. Force Majeure: Provisions for unforeseen circumstances preventing performance, particularly relevant in volatile markets

2. Intellectual Property Rights: Required when management services involve creation or use of intellectual property

3. Insurance and Indemnification: Detailed insurance requirements and indemnification provisions, important for high-risk industries

4. Anti-Corruption and Compliance: Specific compliance requirements, especially important when dealing with government contracts or international operations

5. Environmental and Social Responsibility: Required for industries with significant environmental impact or public interest

6. Technology and Data Protection: Necessary when management services involve handling sensitive data or technology systems

7. Succession Planning: Important for long-term management agreements or family-owned businesses

8. Emergency Management Provisions: Relevant for essential services or critical infrastructure management

Suggested Schedules

1. Schedule A - Scope of Services: Detailed breakdown of management services and responsibilities

2. Schedule B - Fee Structure: Detailed breakdown of fees, including base fees, performance bonuses, and expense policies

3. Schedule C - Key Performance Indicators: Specific performance metrics and evaluation criteria

4. Schedule D - Reporting Requirements: Templates and timing for required reports and updates

5. Schedule E - Key Personnel: List of key management team members and their roles

6. Schedule F - Company Assets: Inventory of assets under management control

7. Appendix 1 - Power of Attorney: Formal delegation of management authority as required under Indonesian law

8. Appendix 2 - Corporate Authorizations: Relevant board resolutions and corporate approvals

9. Appendix 3 - Compliance Procedures: Detailed compliance requirements and procedures

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

Mining and Resources

Financial Services

Technology

Retail and Consumer Goods

Healthcare

Real Estate and Property

Hospitality and Tourism

Agriculture and Plantation

Infrastructure and Construction

Energy and Utilities

Transportation and Logistics

Education

Professional Services

Relevant Teams

Legal

Corporate Governance

Executive Management

Operations

Finance

Compliance

Risk Management

Human Resources

Corporate Affairs

Business Development

Strategy

Board Secretariat

Relevant Roles

Chief Executive Officer

Managing Director

Chief Operating Officer

Chief Financial Officer

General Manager

Operations Director

Corporate Secretary

Legal Director

Compliance Officer

Risk Management Officer

Board Member

Executive Director

Country Manager

Regional Director

Business Development Director

Senior Management Consultant

Industries
Law No. 40 of 2007 on Limited Liability Companies: The primary law governing corporate structures, management responsibilities, shareholder rights, and corporate governance in Indonesia. Essential for defining management authority and responsibilities.
Indonesian Civil Code (KUHPerdata): Provides the basic framework for contracts and agreements, including formation, validity, and enforcement of contractual obligations.
Law No. 25 of 2007 on Investment: Regulates investment activities and corporate ownership, particularly relevant if the management agreement involves foreign parties or investment considerations.
Law No. 13 of 2003 on Employment: Governs employment relationships and managerial positions, including terms of employment, responsibilities, and rights of executive positions.
OJK Regulation No. 33/POJK.04/2014: Regulations from the Financial Services Authority (OJK) regarding Directors and Board of Commissioners of Public Companies, relevant for management structure and responsibilities.
Law No. 8 of 1995 on Capital Markets: Important if the company is publicly listed or planning to go public, as it affects management disclosure requirements and responsibilities.
Government Regulation No. 47 of 2012: Regarding Corporate Social and Environmental Responsibility, which affects management obligations in implementing corporate social responsibility.
Law No. 37 of 2004 on Bankruptcy and Suspension of Debt Payment: Relevant for understanding management liabilities and responsibilities in case of corporate financial distress.
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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