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Exclusive Collaboration Agreement

Exclusive Collaboration Agreement Template for Indonesia

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Key Requirements PROMPT example:

Exclusive Collaboration Agreement

"I need an Exclusive Collaboration Agreement under Indonesian law for a tech company partnering with a local manufacturer to exclusively produce and distribute AI-enabled devices in Southeast Asia, starting March 2025, with strong IP protection clauses."

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Document background
The Exclusive Collaboration Agreement is a critical legal instrument used when parties wish to establish a formal, exclusive partnership under Indonesian law. This document is particularly relevant for businesses seeking to form strategic alliances, joint ventures, or exclusive partnerships in Indonesia, whether between domestic entities or involving foreign partners. The agreement must comply with Indonesian legal requirements, including the Civil Code (KUHPerdata), Anti-Monopoly Law (Law No. 5 of 1999), and relevant sector-specific regulations. It typically includes detailed provisions on exclusivity terms, territorial scope, resource allocation, intellectual property rights, and compliance with local business practices. The document is essential for protecting parties' interests while ensuring the collaboration aligns with Indonesian regulatory frameworks and business customs.
Suggested Sections

1. Parties: Identification and details of all parties entering into the agreement

2. Background: Context of the collaboration and brief description of each party's business

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

4. Scope of Collaboration: Detailed description of the collaboration activities and their exclusive nature

5. Term and Territory: Duration of the agreement and geographical scope of the collaboration

6. Exclusivity Provisions: Specific terms of exclusivity, including restrictions and limitations

7. Rights and Obligations: Detailed responsibilities and rights of each party

8. Financial Terms: Payment terms, revenue sharing, and financial obligations

9. Intellectual Property Rights: Ownership and usage rights of existing and newly created IP

10. Confidentiality: Protection of confidential information and trade secrets

11. Representations and Warranties: Statements of fact and promises made by each party

12. Termination: Conditions and procedures for ending the agreement

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

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

Optional Sections

1. Competition Compliance: Specific provisions ensuring compliance with Indonesian competition laws - include when the collaboration might impact market competition

2. Personnel and Resources: Details about staff assignments and resource allocation - include when the collaboration involves shared personnel

3. Quality Control: Standards and procedures for maintaining quality - include for product-related collaborations

4. Marketing and Branding: Guidelines for joint marketing activities - include when collaboration involves public-facing activities

5. Insurance and Liability: Specific insurance requirements and liability allocation - include for high-risk collaborations

6. Data Protection: Data handling and privacy requirements - include when personal or sensitive data is involved

7. Force Majeure: Provisions for unforeseen circumstances - include for long-term or high-value collaborations

8. Change Control: Procedures for managing changes to the collaboration - include for complex or technical collaborations

Suggested Schedules

1. Schedule 1 - Services or Products: Detailed specification of services or products covered by the collaboration

2. Schedule 2 - Commercial Terms: Detailed pricing, payment terms, and commercial conditions

3. Schedule 3 - Key Performance Indicators: Specific performance metrics and targets

4. Schedule 4 - Technical Specifications: Technical requirements and standards for the collaboration

5. Schedule 5 - Authorized Representatives: List of key contacts and their authority levels

6. Schedule 6 - Implementation Timeline: Detailed timeline for implementing the collaboration

7. Appendix A - Form of Reports: Templates for required reporting

8. Appendix B - Compliance Checklist: Regulatory and operational compliance requirements

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Affiliate
Applicable Law
Business Day
Collaborative Activities
Commencement Date
Confidential Information
Collaboration Period
Deliverables
Effective Date
Exclusive Rights
Exclusive Territory
Force Majeure Event
Intellectual Property Rights
Key Performance Indicators
Licensed Materials
Material Breach
Net Revenue
Parties
Pre-existing IP
Project
Quality Standards
Quarterly Review
Representatives
Restricted Activities
Services
Strategic Goals
Term
Territory
Third Party
Working Hours
Collaboration Fee
Background IP
Developed IP
Exit Notice
Implementation Plan
Performance Metrics
Progress Report
Regulatory Approvals
Steering Committee
Technical Standards
Clauses
Parties
Recitals
Definitions
Scope of Collaboration
Exclusivity
Term and Duration
Rights and Obligations
Territory
Financial Terms
Payment
Intellectual Property Rights
Confidentiality
Data Protection
Representations and Warranties
Non-Competition
Performance Standards
Quality Control
Reporting Requirements
Governance
Resource Allocation
Marketing and Branding
Regulatory Compliance
Record Keeping
Audit Rights
Insurance
Liability
Indemnification
Force Majeure
Term and Termination
Exit Rights
Consequences of Termination
Assignment
Subcontracting
Dispute Resolution
Governing Law
Notices
Amendment
Severability
Entire Agreement
Counterparts
Language
Relationship of Parties
Relevant Industries

Technology

Manufacturing

Consumer Goods

Healthcare

Education

Financial Services

Telecommunications

Energy

Retail

Agriculture

Automotive

Pharmaceuticals

E-commerce

Media and Entertainment

Professional Services

Relevant Teams

Legal

Business Development

Commercial

Operations

Compliance

Finance

Strategy

Corporate Affairs

Risk Management

International Business

Procurement

Executive Leadership

Project Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Business Development Manager

Commercial Director

Partnership Manager

Operations Director

Compliance Officer

Contract Manager

Strategic Alliance Manager

Chief Financial Officer

Project Manager

Head of Business Strategy

Regional Director

Managing Director

Industries
Indonesian Civil Code (KUHPerdata): Primary law governing contracts in Indonesia, including formation, validity, performance, and termination of contracts (particularly Articles 1313-1351 on agreements and contracts)
Law No. 5 of 1999 (Anti-Monopoly Law): Concerning the Prohibition of Monopolistic Practices and Unfair Business Competition - relevant for exclusive arrangements to ensure they don't violate competition regulations
Commercial Code (KUHD): Regulates commercial relationships and business transactions between parties in Indonesia
Law No. 25 of 2007: Concerning Investment - relevant for business collaborations involving foreign parties or significant investments
Law No. 13 of 2003: Concerning Manpower - relevant if the collaboration involves employment or secondment arrangements
Law No. 24 of 2000: Concerning International Agreements - applicable if the collaboration involves international parties
Law No. 20 of 2016: Concerning Marks and Geographical Indications - relevant if the collaboration involves trademark usage or branding
Law No. 28 of 2014: Concerning Copyright - applicable if the collaboration involves sharing or creating intellectual property
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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