General Terms Of Contract Template for Indonesia

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Key Requirements PROMPT example:

General Terms Of Contract

"I need General Terms of Contract for my technology company based in Jakarta, to be used with international software clients, with specific focus on data protection and intellectual property rights, planned to be implemented by March 2025."

Document background
General Terms of Contract serve as the foundational document for establishing standardized business relationships under Indonesian law. This document is typically used when companies need a consistent contractual framework that can be applied across multiple business relationships or transactions. The terms incorporate essential requirements from Indonesian legislation, including the Civil Code (KUHPerdata), Consumer Protection Law, and language requirements under Law No. 24 of 2009. These General Terms of Contract are particularly valuable for businesses operating in Indonesia that engage in repeated transactions with various parties, as they provide a standardized approach while ensuring compliance with local legal requirements. The document includes provisions for essential business terms, risk allocation, dispute resolution, and other key commercial aspects, while maintaining flexibility to accommodate specific business needs through additional schedules or appendices.
Suggested Sections

1. Parties: Identification of the contracting parties with complete legal names and addresses

2. Background: Context of the agreement and general business relationship between the parties

3. Definitions and Interpretation: Definitions of key terms and rules for interpreting the agreement

4. Scope of Agreement: General description of the products/services covered by these terms

5. Term and Duration: Period of validity for the agreement including commencement date

6. Rights and Obligations of the Parties: Core responsibilities and rights of each party under the agreement

7. Payment Terms: Standard payment conditions, methods, and timing

8. Confidentiality: Obligations regarding confidential information and trade secrets

9. Intellectual Property Rights: Protection and ownership of IP rights

10. Liability and Indemnification: Scope of liability, limitations, and indemnification obligations

11. Force Majeure: Provisions for unforeseen circumstances preventing performance

12. Termination: Conditions and process for ending the agreement

13. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law

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

15. Language: Specification of Indonesian language requirement and any authorized translations

Optional Sections

1. Insurance: Required insurance coverage - include when specific insurance requirements are needed

2. Data Protection: Provisions for handling personal data - include when personal data processing is involved

3. Compliance with Anti-Corruption Laws: Anti-corruption compliance requirements - include for high-value or government-related contracts

4. Export Control: Export control compliance - include when dealing with international trade or restricted goods

5. Environmental Compliance: Environmental protection requirements - include for manufacturing or environmentally sensitive activities

6. Change Control: Procedures for managing changes - include for complex or long-term relationships

7. Service Levels: Performance metrics and standards - include for service-based contracts

8. Subcontracting: Rules for engaging subcontractors - include when subcontracting is likely

9. Bank Guarantee: Requirements for bank guarantees - include for high-value contracts or significant advance payments

Suggested Schedules

1. Schedule 1 - Pricing Schedule: Detailed pricing information, rates, and payment terms

2. Schedule 2 - Service/Product Specifications: Detailed technical specifications or service descriptions

3. Schedule 3 - Service Levels and KPIs: Detailed performance metrics and measurement methods

4. Schedule 4 - Contact Details: Key contact persons and communication protocols

5. Schedule 5 - Required Insurance Coverage: Specific insurance requirements and minimum coverage amounts

6. Appendix A - Standard Operating Procedures: Detailed operational procedures and processes

7. Appendix B - Compliance Requirements: Specific regulatory or compliance requirements

8. Appendix C - Form of Bank Guarantee: Template for required bank guarantees

9. Appendix D - Change Request Form: Standard form for requesting and documenting changes

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

Retail

Technology

Professional Services

Construction

Logistics and Transportation

Healthcare

Financial Services

Telecommunications

Energy

Agriculture

Mining

Consumer Goods

E-commerce

Education

Relevant Teams

Legal

Procurement

Commercial

Operations

Finance

Compliance

Risk Management

Business Development

Sales

Supply Chain

Contract Administration

Project Management

Relevant Roles

Legal Counsel

Contract Manager

Commercial Director

Procurement Manager

Business Development Manager

Chief Legal Officer

Compliance Officer

Risk Manager

Operations Director

Supply Chain Manager

Sales Director

Project Manager

General Manager

Chief Executive Officer

Chief Financial Officer

Account Manager

Vendor Manager

Industries
Indonesian Civil Code (KUHPerdata): The primary source of contract law in Indonesia, particularly Book III on Obligations, which covers contract formation, validity requirements, and general principles of contractual relationships
Law No. 8 of 1999 on Consumer Protection: Regulates business-to-consumer relationships and provides mandatory provisions for protecting consumer rights in contractual relationships
Law No. 24 of 2009 on National Flag, Language, Emblem and Anthem: Requires contracts involving Indonesian parties to be drafted in the Indonesian language (Bahasa Indonesia), with potential bilingual versions allowed
Law No. 11 of 2008 on Electronic Information and Transactions (ITE Law): Governs electronic transactions and digital signatures, relevant for contracts executed electronically or containing provisions about electronic communications
Law No. 25 of 2007 on Investment: Regulates foreign investment and contains provisions affecting contracts involving foreign parties in Indonesia
Government Regulation No. 82 of 2012 on Electronic System and Transaction Operation: Provides detailed regulations for electronic transactions and systems, including requirements for valid electronic contracts
Law No. 40 of 2007 on Limited Liability Companies: Contains provisions on corporate governance and authority to enter into contracts for Indonesian companies
Presidential Regulation No. 63 of 2019: Updates and clarifies requirements for the use of Indonesian language in contracts involving foreign parties
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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