Legally Binding Term Sheet Template for Indonesia

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Key Requirements PROMPT example:

Legally Binding Term Sheet

"I need a Legally Binding Term Sheet for a Series B investment into an Indonesian technology startup, with a planned closing date of March 15, 2025, including provisions for board seats and anti-dilution rights."

Document background
The Legally Binding Term Sheet is a crucial document in Indonesian commercial transactions, used when parties wish to create immediate legal obligations while maintaining the efficiency of a term sheet format. It serves as an interim step between preliminary discussions and final documentation, particularly useful in time-sensitive deals or where parties need immediate commitment on key terms. Under Indonesian law, specifically the Civil Code (KUHPerdata), this document must meet certain requirements to be enforceable, including clear consent, capacity of parties, definite object, and lawful cause. The document is commonly used in corporate transactions, investments, joint ventures, and commercial partnerships where parties need to quickly memorialize their agreement on essential terms while maintaining legal certainty.
Suggested Sections

1. Parties: Identification of all parties to the term sheet, including full legal names, registration numbers, and addresses

2. Background: Brief context of the proposed transaction and relationship between the parties

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Overview of the proposed transaction and its key elements

5. Commercial Terms: Key commercial terms including pricing, payment terms, and timing

6. Conditions Precedent: Conditions that must be satisfied before the transaction can proceed

7. Key Obligations: Essential commitments of each party

8. Timeline: Key dates and deadlines for the transaction

9. Binding Effect: Clear statement of which provisions are binding and non-binding

10. Governing Law: Specification of Indonesian law as governing law and relevant jurisdiction

11. Execution: Signature blocks and execution requirements

Optional Sections

1. Exclusivity: Terms of exclusive negotiation period, used when parties want to prevent parallel negotiations

2. Break Fee: Penalties for withdrawal, used in larger transactions where deal certainty is crucial

3. Confidentiality: Confidentiality obligations, used when not covered by a separate NDA

4. Due Diligence: Framework for due diligence process, used in acquisition or investment term sheets

5. Regulatory Approvals: Required governmental or regulatory approvals, used when transaction requires specific permits

6. Force Majeure: Provisions for unforeseen circumstances, used in complex transactions with longer timelines

7. Cost Allocation: Distribution of transaction costs, used in larger deals with significant external costs

Suggested Schedules

1. Transaction Timeline: Detailed schedule of key dates and milestones

2. Price Calculation: Detailed methodology for calculating transaction value or price adjustments

3. Required Approvals: List of specific regulatory or third-party approvals needed

4. Key Assets: List of material assets involved in the transaction, if applicable

5. Corporate Structure: Diagram or description of proposed corporate structure, if relevant

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 Industries

Technology

Real Estate

Manufacturing

Financial Services

Energy

Infrastructure

Healthcare

Mining

Agriculture

Retail

Telecommunications

Education

Relevant Teams

Legal

Finance

Corporate Development

Business Development

Investment

Risk Management

Compliance

Commercial

Strategy

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Investment Director

Corporate Development Manager

Legal Counsel

Business Development Director

Commercial Director

Finance Director

Transaction Manager

Investment Manager

Corporate Secretary

Risk Manager

Compliance Officer

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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