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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."
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
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
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
Applicable Law
Authorized Representative
Bank Account
Banking Day
Base Currency
Business Day
Change of Control
Commencement Date
Compliance Certificate
Default Event
Default Notice
Designated Account
Effective Date
Encumbrance
Escrow Account
Escrow Agent
Fee Protection Period
Force Majeure Event
Governing Law
Indonesian Business Day
Initial Fee
Insolvency Event
Material Adverse Effect
Notice
Payment Currency
Payment Date
Protected Fees
Protection Mechanism
Protection Period
Release Conditions
Release Notice
Rupiah
Security
Security Agent
Security Documents
Security Interest
Service Level Agreement
Termination Event
Trigger Event
Working Day
Indonesian Language Version
Local Bank
Parent Company Guarantee
Permitted Encumbrance
Protection Account
Regulatory Approval
Required Documents
Security Provider
Step-In Rights
Tax
Definitions
Fee Protection Structure
Payment Obligations
Security Arrangements
Bank Account Operations
Currency Provisions
Trigger Events
Release Mechanisms
Representations and Warranties
Covenants
Events of Default
Security Enforcement
Bank Rights and Obligations
Tax
Currency Control
Regulatory Compliance
Anti-Money Laundering
Force Majeure
Termination
Assignment and Transfer
Confidentiality
Notices
Amendments
Waiver
Severability
Counterparts
Electronic Execution
Language Requirements
Governing Law
Dispute Resolution
Indemnification
Step-In Rights
Parent Company Guarantee
Third Party Rights
Further Assurance
Costs and Expenses
Entire Agreement
Banking & Financial Services
International Trade
Manufacturing
Technology & Software
Professional Services
Construction & Infrastructure
Energy & Resources
Telecommunications
Retail & Distribution
Healthcare & Pharmaceuticals
Legal
Finance
Treasury
Compliance
International Operations
Risk Management
Commercial Operations
Corporate Secretariat
Banking Operations
Business Development
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
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