Exclusive Service Agreement Template for Indonesia

The Exclusive Service Agreement template is designed for use in the Indonesian legal context where parties wish to establish a binding exclusive service arrangement. This document type is particularly relevant when a service provider agrees to deliver specific services exclusively to a designated recipient, often within a defined territory or market segment in Indonesia. It addresses key requirements under Indonesian law, including the mandatory use of Bahasa Indonesia for contracts involving Indonesian entities (Law No. 24 of 2009), competition law considerations for exclusive arrangements, and local contract formation requirements. The agreement typically includes detailed service specifications, exclusivity terms, performance standards, and compliance requirements with Indonesian regulations. This document is commonly used in various commercial contexts, from IT services to professional consulting, and can be adapted for both domestic Indonesian arrangements and those involving foreign service providers operating in Indonesia.

1. Parties: Identification of the service provider and recipient, including full legal names, registration numbers, and addresses

2. Background: Context of the agreement, relationship between parties, and purpose of the exclusive arrangement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including specific Indonesian law terms

4. Scope of Services: Detailed description of services to be provided exclusively

5. Exclusivity Provisions: Terms establishing and defining the exclusive nature of the arrangement, including territorial scope

6. Term and Renewal: Duration of the agreement and any renewal provisions

7. Service Provider's Obligations: Detailed obligations, performance standards, and commitments of the service provider

8. Service Recipient's Obligations: Obligations of the recipient, including cooperation and access requirements

9. Fees and Payment Terms: Payment structure, amounts, timing, and method of payment

10. Intellectual Property Rights: Ownership and usage rights of IP created or used in providing services

11. Confidentiality: Protection of confidential information and trade secrets

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

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

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