Limited Liability Agreement Template for Indonesia

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Key Requirements PROMPT example:

Limited Liability Agreement

"I need a Limited Liability Agreement under Indonesian law for a software development partnership between our PT company and a Singapore-based technology provider, with a liability cap of USD 1 million and specific provisions for intellectual property protection, to be effective from March 2025."

Document background
The Limited Liability Agreement is a crucial document for businesses operating in Indonesia who wish to define and limit their potential liabilities in commercial relationships. This agreement type is particularly relevant in the context of Indonesian business law, where clear liability limitations need to be balanced against mandatory legal requirements and public policy considerations. The document addresses key areas such as liability caps, exclusions, indemnification obligations, and insurance requirements, while ensuring compliance with Indonesian regulations including the Civil Code (KUHPerdata) and Company Law (Law No. 40 of 2007). It is commonly used in various business contexts, from service agreements to complex project developments, and can be adapted to different sectors while maintaining its core purpose of risk allocation and liability management.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including their legal status and registration details as required by Indonesian law

2. Background: Context of the agreement and relationship between the parties

3. Definitions and Interpretation: Key terms used in the agreement and rules for interpretation

4. Language of Agreement: Specification that the agreement is in English and Indonesian, with provisions on which version prevails

5. Scope of Agreement: Details of the business relationship or transaction covered by the liability limitations

6. Limitation of Liability: Core provisions specifying the extent and nature of liability limitations

7. Exclusions from Limitation: Specific circumstances where liability limitations do not apply

8. Indemnification: Mutual or unilateral indemnification obligations

9. Insurance Requirements: Mandatory insurance coverage to be maintained by parties

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

11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes

12. Notices: Process and contact details for formal communications between parties

13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Confidentiality: Required when parties will exchange sensitive information during their business relationship

2. Intellectual Property: Needed when the business relationship involves IP rights or technology transfer

3. Force Majeure: Optional clause defining circumstances beyond parties' control that affect liability

4. Assignment: Include when transfer of rights needs to be specifically restricted or permitted

5. Compliance with Laws: Detailed compliance obligations when operating in regulated industries

6. Dispute Resolution: Alternative dispute resolution procedures if parties prefer arbitration over court proceedings

7. Parent Company Guarantee: Required when additional security is needed from a parent company

8. Step-in Rights: Needed in project-based agreements where one party may need to take over operations

Suggested Schedules

1. Schedule 1 - Liability Caps: Detailed breakdown of liability limitations for different types of claims or losses

2. Schedule 2 - Insurance Requirements: Specific insurance types and coverage amounts required

3. Schedule 3 - Service or Project Scope: Detailed description of services or project covered by the liability agreement

4. Schedule 4 - Key Personnel: List of key personnel responsible for managing the relationship if applicable

5. Schedule 5 - Notice Details: Detailed contact information and addresses for notices

6. Appendix A - Form of Parent Company Guarantee: Standard form for parent company guarantee if required

7. Appendix B - Calculation of Liability Caps: Methodology for calculating liability caps if based on formula

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

Technology and Software

Manufacturing

Construction and Infrastructure

Professional Services

Energy and Resources

Financial Services

Healthcare

Telecommunications

Transportation and Logistics

Mining and Natural Resources

Retail and Consumer Goods

Education and Training

Relevant Teams

Legal

Risk Management

Compliance

Business Development

Commercial

Operations

Finance

Corporate Affairs

Project Management

Procurement

Strategy

Internal Audit

Relevant Roles

Legal Counsel

Risk Manager

Compliance Officer

Business Development Manager

Contract Manager

Chief Legal Officer

Chief Risk Officer

Project Manager

Commercial Director

Operations Director

Chief Executive Officer

Chief Financial Officer

Partnership Manager

General Counsel

Corporate Secretary

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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