International Master Fee Protection Agreement Template for Indonesia

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Key Requirements PROMPT example:

International Master Fee Protection Agreement

"I need an International Master Fee Protection Agreement under Indonesian law for a software licensing arrangement between our Australian tech company and an Indonesian distributor, with quarterly license fees of USD 500,000 to be protected through an escrow mechanism starting March 2025."

Document background
The International Master Fee Protection Agreement is essential for businesses engaging in cross-border transactions in Indonesia where securing and protecting fee arrangements is crucial. This document becomes particularly relevant when there are significant ongoing fee payments between international parties that require protection mechanisms, such as in licensing, franchise, or service arrangements. The agreement, governed by Indonesian law, establishes comprehensive security structures, including escrow arrangements, bank guarantees, and trigger events for fee release or retention. It addresses specific Indonesian regulatory requirements, including mandatory use of Rupiah for certain transactions, while accommodating international business needs. The document is typically used in situations where parties need to ensure fee payments are secured against various commercial risks, regulatory changes, or counterparty default.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the fee payer, fee recipient, and any escrow agent or bank involved

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

3. Definitions: Detailed definitions of key terms, including Protected Fees, Trigger Events, Payment Mechanism, and Security Arrangements

4. Fee Protection Structure: Core mechanisms for protecting and securing the fees, including holding structure and release conditions

5. Payment Terms: Details of fee amounts, currency, payment schedules, and calculation methods

6. Trigger Events: Comprehensive list of events that trigger the release or retention of protected fees

7. Security Mechanisms: Legal and practical security arrangements to ensure fee protection

8. Bank Arrangements: Specific provisions regarding banking relationships, account structures, and operational procedures

9. Representations and Warranties: Standard and specific representations from all parties regarding capacity, authority, and compliance

10. Covenants: Ongoing obligations of the parties regarding maintenance of the fee protection structure

11. Events of Default: Circumstances constituting default and corresponding remedies

12. Termination: Conditions and procedures for terminating the agreement

13. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction arrangements

14. General Provisions: Standard boilerplate clauses adapted for Indonesian law requirements

Optional Sections

1. Currency Conversion: Required when fees are paid in multiple currencies, specifying conversion mechanisms and responsibility for costs

2. Tax Provisions: Detailed tax arrangements when significant cross-border payments are involved

3. Step-In Rights: Rights of parties to step into the shoes of others in case of default, if applicable to the structure

4. Bank Obligations: Specific section required when a bank is party to the agreement as escrow agent

5. Language Requirements: Required when agreement needs to be bilingual under Indonesian law

6. Regulatory Compliance: Detailed compliance provisions when dealing with regulated industries or entities

7. Force Majeure: Extended force majeure provisions for international arrangements

8. Parent Company Guarantee: Required when parent company support is part of the security structure

Suggested Schedules

1. Fee Schedule: Detailed breakdown of all fees, calculation methods, and payment schedules

2. Bank Account Details: Protected account specifications and operational requirements

3. Security Documents: Forms of security documents, guarantees, or other security instruments

4. Notice Requirements: Forms and procedures for various notices under the agreement

5. Trigger Event Procedures: Detailed procedures for handling different trigger events

6. Required Documents: List and forms of documents required for fee release or protection

7. Authorized Signatories: List of authorized signatories for various actions under the agreement

8. Compliance Certificates: Forms of various compliance certificates required

9. Bank Mandate: Specific banking arrangements and mandates if applicable

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

Banking & Financial Services

International Trade

Manufacturing

Technology & Software

Professional Services

Construction & Infrastructure

Energy & Resources

Telecommunications

Retail & Distribution

Healthcare & Pharmaceuticals

Relevant Teams

Legal

Finance

Treasury

Compliance

International Operations

Risk Management

Commercial Operations

Corporate Secretariat

Banking Operations

Business Development

Relevant Roles

Chief Financial Officer

Legal Counsel

Treasury Manager

International Business Development Manager

Compliance Officer

Risk Manager

Finance Director

Commercial Director

Contract Manager

Corporate Secretary

Banking Relationship Manager

International Operations Manager

Industries
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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