This General Terms Agreement template is designed for use in Indonesian business transactions, providing a standardized framework for commercial relationships between parties operating under Indonesian law. It is particularly useful for businesses establishing ongoing commercial relationships that require a foundation of standard terms and conditions. The document incorporates mandatory requirements under Indonesian law, including the Civil Code (KUHPerdata), consumer protection regulations, and language requirements under Law No. 24 of 2009. It serves as a master agreement that can be used across various transactions and business relationships, reducing the need for repetitive negotiation of standard terms while maintaining flexibility for specific commercial arrangements through supplementary agreements or schedules.
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1. Parties: Identification of the contracting parties with complete legal names and addresses as required under Indonesian law
2. Background: Context of the agreement and general business relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Agreement: General parameters of the business relationship and application of the terms
5. Term and Termination: Duration of the agreement and circumstances for termination
6. Rights and Obligations: Core responsibilities and rights of each party
7. Payment Terms: General payment conditions, currency, and payment methods
8. Confidentiality: Protection and handling of confidential information
9. Intellectual Property: Ownership and usage rights of intellectual property
10. Liability and Indemnification: Allocation of risks and responsibilities between parties
11. Force Majeure: Provisions for unforeseen circumstances affecting performance
12. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
13. Language: Specification of dual language requirements and prevailing version as per Law No. 24 of 2009
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
15. Execution: Signature blocks and execution requirements
1. Insurance: Insurance requirements when specific coverage is needed for the business relationship
2. Compliance with Laws: Specific regulatory compliance obligations when operating in regulated industries
3. Data Protection: Specific data handling and privacy requirements when personal data is processed
4. Anti-Corruption: Anti-corruption provisions when dealing with government entities or high-risk sectors
5. Assignment and Subcontracting: Rights to assign or subcontract when relevant to the business relationship
6. Export Control: Export control provisions when dealing with international trade
7. Service Levels: Service level requirements when specific performance metrics are needed
1. Schedule 1 - Pricing and Payment Details: Detailed pricing structures, payment terms, and billing procedures
2. Schedule 2 - Service/Product Specifications: Detailed specifications of services or products covered by the agreement
3. Schedule 3 - Key Contacts: List of key personnel and contact details for both parties
4. Schedule 4 - Technical Requirements: Technical specifications or requirements if applicable
5. Appendix A - Form Documents: Standard forms used under the agreement such as purchase orders or service requests
6. Appendix B - Compliance Requirements: Detailed compliance requirements and procedures
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