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Joint Venture Agreement For (Construction)

Joint Venture Agreement For (Construction) Template for Indonesia

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Key Requirements PROMPT example:

Joint Venture Agreement For (Construction)

"I need a Joint Venture Agreement For (Construction) between our Indonesian state-owned construction company and a Singapore-based infrastructure firm, focusing on port development projects with expected capital of USD 50 million, with operations to commence in March 2025."

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Document background
The Joint Venture Agreement For (Construction) is a crucial document used when two or more parties wish to combine their resources, expertise, and capabilities to undertake construction projects in Indonesia. This agreement is particularly relevant in the context of Indonesia's growing infrastructure and construction sector, where local expertise often combines with foreign technical capabilities and capital. The document must comply with Indonesian regulations, including the Construction Services Law (Law No. 2 of 2017), Investment Law (Law No. 25 of 2007), and various implementing regulations. It addresses key aspects such as capital structure, management control, technical responsibilities, local content requirements, and specific construction industry compliance matters. The agreement is especially important given Indonesia's complex regulatory environment for construction activities and foreign investment restrictions.
Suggested Sections

1. Parties: Identification of the joint venture partners and their legal details

2. Background: Context of the joint venture formation and parties' intentions

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Joint Venture Formation: Establishment of the JV company, including corporate form, name, and registered office

5. Purpose and Scope: Specific construction activities and projects to be undertaken by the JV

6. Capital Structure and Contributions: Details of initial capital, equity ratios, and form of contributions (cash, assets, expertise)

7. Construction Licenses and Permits: Requirements and responsibilities for obtaining necessary construction permits

8. Management and Governance: Board structure, voting rights, reserved matters, and management appointments

9. Operations and Project Management: Day-to-day management, project execution procedures, and operational protocols

10. Financial Matters: Financial management, accounting principles, audits, and dividend policy

11. Staff and Employment: Employment policies, key personnel, and compliance with Indonesian labor laws

12. Non-Competition and Confidentiality: Restrictions on competing activities and protection of confidential information

13. Term and Termination: Duration of the JV and circumstances for termination

14. Default and Consequences: Events of default and resulting remedies

15. Dispute Resolution: Dispute resolution mechanisms, governing law, and jurisdiction

16. General Provisions: Standard boilerplate clauses including notices, amendments, and language requirements

Optional Sections

1. Technical Support and Knowledge Transfer: Used when one partner is providing specific technical expertise or technology transfer

2. Government Relations: Include when the JV involves significant interaction with government bodies or state-owned enterprises

3. Local Content Requirements: Required when the project must meet specific Indonesian local content requirements

4. Equipment and Asset Management: Include when the JV involves significant shared equipment or assets

5. Health, Safety and Environment: Required for high-risk construction projects or when specifically required by regulations

6. Islamic Finance Compliance: Include when the JV involves Islamic finance structures or requirements

7. Foreign Worker Requirements: Include when the JV plans to employ expatriate workers

8. Procurement Procedures: Required when the JV will participate in government tenders or has specific procurement requirements

Suggested Schedules

1. Schedule 1 - Business Plan: Detailed business plan including project pipeline and financial projections

2. Schedule 2 - Initial Contributions: Detailed list of each party's initial contributions (cash, assets, etc.)

3. Schedule 3 - Reserved Matters: List of decisions requiring special approval or unanimous consent

4. Schedule 4 - Key Personnel: Details of key management positions and initial appointments

5. Schedule 5 - Technical Specifications: Technical standards and specifications for construction projects

6. Schedule 6 - License and Permit Requirements: List of required licenses, permits and responsible parties

7. Schedule 7 - Form of Shareholder Loan Agreement: Template for any shareholder loans to the JV

8. Schedule 8 - Insurance Requirements: Required insurance coverage for the JV's operations

9. Appendix A - Company Constitution: Constitutional documents of the JV company

10. Appendix B - Construction Methodology: Standard construction methods and procedures to be followed

11. Appendix C - Quality Assurance Plan: Quality control and assurance procedures

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Agreed Form
Annual Budget
Articles of Association
Board of Commissioners
Board of Directors
Business Day
Business Plan
Capital Contribution
Change of Control
Company
Completion Date
Confidential Information
Construction Licenses
Construction Services
Construction Works
Contract Price
Deadlock
Default Event
Dispute
Effective Date
Encumbrance
Environmental Laws
Expert
Financial Year
Force Majeure Event
General Meeting of Shareholders
Good Industry Practice
Governmental Authority
Health and Safety Requirements
Initial Business Plan
Intellectual Property Rights
JV Company
Key Personnel
Local Content Requirements
Material Adverse Effect
Operating Costs
Parties
Permits
Project
Project Documents
Quality Standards
Related Party
Reserved Matters
RUPS (Rapat Umum Pemegang Saham)
Safety Standards
Services
Shareholder Loan
Shareholders
Share Capital
Subscription Price
Technical Services
Technology
Territory
Third Party
Transfer
Working Capital
Clauses
Formation of Joint Venture
Capital Contribution
Share Subscription
Board Composition
Management Structure
Shareholder Rights
Reserved Matters
Business Scope
Construction Operations
Technical Requirements
Local Content
Licensing and Permits
Project Execution
Quality Control
Health and Safety
Environmental Compliance
Financial Management
Profit Distribution
Working Capital
Insurance
Employment
Intellectual Property
Confidentiality
Non-Competition
Technology Transfer
Force Majeure
Change of Control
Default
Termination
Buy-out Rights
Tag-Along Rights
Drag-Along Rights
Dispute Resolution
Governing Law
Notices
Assignment
Amendment
Entire Agreement
Severability
Language Requirements
Anti-Corruption
Regulatory Compliance
Relevant Industries

Construction

Infrastructure Development

Real Estate Development

Civil Engineering

Industrial Construction

Commercial Construction

Residential Construction

Mining Infrastructure

Transportation Infrastructure

Energy Infrastructure

Public Works

Maritime Infrastructure

Relevant Teams

Legal

Construction

Operations

Finance

Commercial

Business Development

Risk and Compliance

Technical Services

Project Management

Corporate Affairs

Investment

Procurement

Strategy

Partnership Management

Relevant Roles

Chief Executive Officer

Managing Director

Construction Director

Legal Counsel

Project Manager

Commercial Director

Technical Director

Chief Financial Officer

Business Development Manager

Operations Manager

Compliance Officer

Contract Manager

Risk Manager

Chief Operating Officer

Investment Manager

Company Secretary

Head of Construction

Joint Venture Manager

Partnership Director

Technical Services Manager

Industries
Law No. 40 of 2007: Indonesian Company Law - Governs the establishment and operation of limited liability companies (PT), which is the typical vehicle for joint ventures
Law No. 25 of 2007: Investment Law - Regulates both domestic and foreign investment in Indonesia, including ownership restrictions and investment requirements
Presidential Regulation No. 44 of 2016: Negative Investment List - Specifies business fields that are closed or conditionally open to foreign investment, including construction sector restrictions
Law No. 2 of 2017: Construction Services Law - The primary legislation governing construction business activities in Indonesia
Government Regulation No. 22 of 2020: Implementation regulation for Construction Services Law - Details requirements for construction business licenses and operations
Law No. 13 of 2003: Labor Law - Governs employment relationships and worker rights, crucial for construction operations
Law No. 19 of 2003: State-Owned Enterprises Law - Important if the joint venture involves state-owned enterprises or government projects
Presidential Regulation No. 16 of 2018: Government Procurement Regulation - Relevant if the joint venture intends to participate in government construction projects
Law No. 24 of 2009: National Flag, Language, Emblem and Anthem Law - Requires agreements involving Indonesian parties to be drafted in Indonesian language
Government Regulation No. 29 of 2016: Authorized Capital Requirements - Specifies minimum capital requirements for companies, including joint ventures
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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