The Framework Cooperation Agreement serves as a master agreement that outlines the fundamental terms and conditions governing the business relationship between parties operating in or with Indonesian entities. This document type is particularly relevant when parties anticipate multiple future collaborations but want to avoid negotiating basic terms repeatedly. It must comply with Indonesian law, particularly the Civil Code (KUHPerdata) and Law No. 24 of 2009 regarding language requirements. The agreement typically includes provisions for future specific agreements, confidentiality obligations, intellectual property rights, and dispute resolution mechanisms while remaining flexible enough to accommodate various types of cooperation activities. It's especially useful for long-term strategic partnerships, joint ventures, or ongoing business relationships where detailed terms will be determined in subsequent implementation agreements.
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1. Parties: Identification of the contracting parties with complete legal names, registration numbers, and addresses
2. Background: Context of the cooperation, objectives, and brief description of each party's business
3. Definitions and Interpretation: Key terms used in the agreement and rules for interpreting the agreement
4. Scope of Cooperation: General framework and areas of cooperation between the parties
5. Term and Termination: Duration of the agreement, renewal provisions, and termination circumstances
6. Implementation Agreements: Process for entering into specific project agreements under this framework
7. Rights and Obligations: General responsibilities and rights of each party under the framework
8. Confidentiality: Protection and handling of confidential information exchanged during cooperation
9. Intellectual Property: Ownership and usage rights of pre-existing and newly created IP
10. Representations and Warranties: Basic assurances from each party regarding their capacity and authority
11. Force Majeure: Provisions for handling events beyond parties' control
12. Governing Law and Dispute Resolution: Applicable law and method of resolving disputes
13. General Provisions: Standard clauses including notices, amendments, assignment, and entire agreement
14. Language: Specification of Indonesian and English versions as required by Law No. 24 of 2009
1. Exclusivity: Used when parties agree to work exclusively with each other in specific areas
2. Financial Arrangements: Include when framework includes general financial terms or cost-sharing principles
3. Compliance with Laws: Detailed section on regulatory compliance when dealing with heavily regulated industries
4. Personnel and Resources: Required when cooperation involves sharing of human resources or facilities
5. Insurance and Indemnification: Include for high-risk activities or when required by industry standards
6. Performance Metrics: Used when parties want to establish general KPIs for the cooperation
7. Steering Committee: Include when cooperation requires formal governance structure
8. Anti-Corruption: Detailed provisions when dealing with government entities or high-risk jurisdictions
1. Areas of Cooperation: Detailed list of potential cooperation areas and activities
2. Contact Persons: List of key representatives and their roles from each party
3. Template Implementation Agreement: Standard form for specific project agreements under the framework
4. Confidentiality Requirements: Detailed procedures for handling confidential information
5. Compliance Procedures: Specific compliance requirements and procedures
6. Governance Structure: Detailed organization structure and decision-making processes if applicable
7. Technical Standards: Any technical or operational standards that apply to the cooperation
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