Joint Venture Property Development Agreement Template for Indonesia

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Key Requirements PROMPT example:

Joint Venture Property Development Agreement

"I need a Joint Venture Property Development Agreement for a partnership between our Singapore-based development company and a local Indonesian partner to develop a mixed-use commercial complex in Jakarta, with construction planned to commence in March 2025."

Document background
The Joint Venture Property Development Agreement is essential for structuring property development collaborations in Indonesia, particularly where foreign investment is involved. This document type is crucial when two or more parties wish to combine their resources, expertise, and capital for property development projects while complying with Indonesia's foreign investment restrictions and local partnership requirements. The agreement becomes necessary when parties need to establish clear frameworks for land acquisition, development rights, profit sharing, and project management while ensuring compliance with Indonesian property laws, foreign investment regulations, and local content requirements. It is particularly relevant for large-scale development projects requiring substantial capital investment and diverse expertise, typically used in commercial, residential, or mixed-use development projects where risk sharing and clear governance structures are essential.
Suggested Sections

1. Parties: Identification of the joint venture partners, including their complete legal names, registration details, and addresses

2. Background: Context of the joint venture, including the purpose of collaboration and brief description of the development project

3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation

4. Formation of Joint Venture: Details of the joint venture entity, including corporate structure, shareholding, and registration requirements

5. Project Scope: Detailed description of the property development project, including location, type of development, and project phases

6. Capital Contributions: Specification of each party's contributions, including land, capital, expertise, and other resources

7. Land Rights and Title: Details of land ownership, transfer mechanisms, and required permits under Indonesian law

8. Development and Construction: Construction timeline, standards, approvals, and contractor engagement procedures

9. Management and Control: Governance structure, decision-making processes, and management responsibilities

10. Financial Arrangements: Budget, funding mechanisms, profit sharing, and financial reporting requirements

11. Regulatory Compliance: Obligations regarding permits, licenses, and compliance with Indonesian laws

12. Representations and Warranties: Standard and specific warranties from each party

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

14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law clauses

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

Optional Sections

1. Pre-Development Phase: Used when the project requires significant pre-development activities such as feasibility studies or land acquisition

2. Marketing and Sales: Include when the agreement covers the sales and marketing phase of the development

3. Environmental Compliance: Required for projects with significant environmental impact or those requiring special environmental permits

4. Community Relations: Important for projects requiring significant community engagement or involving resettlement

5. Intellectual Property: Include when the development involves unique designs or proprietary technology

6. Foreign Investment Provisions: Required when one or more parties are foreign investors

7. Force Majeure: Detailed force majeure provisions for high-risk developments or areas

8. Anti-Corruption Compliance: Enhanced compliance provisions for projects involving government interaction or public procurement

Suggested Schedules

1. Project Details: Detailed specifications of the development project, including architectural plans and technical specifications

2. Land Documents: Land certificates, titles, and related documentation

3. Capital Contribution Schedule: Detailed breakdown of each party's contributions and timing

4. Development Timeline: Detailed project timeline including milestones and completion dates

5. Required Permits and Licenses: List of required governmental approvals and status

6. Management Structure: Detailed organizational structure and key personnel

7. Financial Model: Project financial projections and profit-sharing calculations

8. Form of Shareholder Agreement: Draft shareholder agreement for the joint venture entity

9. Construction Specifications: Detailed construction requirements and standards

10. Environmental Management Plan: Environmental impact mitigation and management 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

Relevant legal definitions
Clauses
Relevant Industries

Real Estate

Construction

Property Development

Infrastructure

Urban Planning

Commercial Property

Residential Property

Industrial Development

Hospitality

Retail Development

Relevant Teams

Legal

Property Development

Real Estate

Construction

Project Management

Investment

Compliance

Finance

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Managing Director

Property Development Director

Legal Counsel

Project Manager

Development Manager

Investment Director

Construction Manager

Compliance Officer

Real Estate Manager

Joint Venture Manager

Land Acquisition Manager

Business Development Director

Risk Manager

Finance Director

Industries
Law No. 25/2007 on Investment (Investment Law): Regulates foreign and domestic investment in Indonesia, including joint venture requirements, foreign ownership restrictions, and investment procedures
Law No. 40/2007 on Limited Liability Companies: Governs the establishment and operation of companies in Indonesia, including joint venture companies and their corporate structure
Law No. 5/1960 on Basic Agrarian Law: Fundamental law governing land rights in Indonesia, including ownership, utilization, and transfer of land rights
Law No. 28/2002 on Buildings: Regulates building construction, safety standards, permits, and technical requirements for property development
Law No. 32/2009 on Environmental Protection and Management: Establishes requirements for environmental impact assessments and environmental permits for development projects
Government Regulation No. 24/2018 on Online Single Submission: Regulates the integrated business licensing system, including permits required for property development
Law No. 11/2020 on Job Creation (Omnibus Law): Recent reform affecting various aspects of business, investment, and property development regulations
Regional Spatial Planning Regulations (RTRW): Local government regulations determining land use, zoning, and development requirements in specific areas
Presidential Regulation No. 44/2016 on Negative Investment List: Specifies business sectors that are closed or conditionally open to foreign investment, including property development
Law No. 2/2017 on Construction Services: Regulates construction services, including requirements for developers, contractors, and construction implementation
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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