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Long Term Partnering Agreement
"I need a Long Term Partnering Agreement for a joint venture between our Indonesian manufacturing company and a Japanese technology firm, focusing on electric vehicle component production, with operations starting March 2025 and including specific provisions for technology transfer and local content requirements."
1. Parties: Identification and details of all parties entering into the agreement
2. Background: Context of the partnership, including the parties' objectives and rationale for collaboration
3. Definitions and Interpretation: Definitions of key terms and rules for interpreting the agreement
4. Partnership Scope and Objectives: Detailed description of the partnership's scope, goals, and intended outcomes
5. Term and Extension: Duration of the partnership, including initial term and extension mechanisms
6. Partnership Governance: Management structure, decision-making processes, and reporting requirements
7. Financial Arrangements: Financial terms, profit sharing, cost allocation, and payment mechanisms
8. Operational Framework: Day-to-day operational procedures, responsibilities, and performance standards
9. Performance Metrics and KPIs: Specific performance indicators and measurement criteria
10. Representations and Warranties: Standard representations and warranties from each party
11. Compliance and Regulatory Matters: Obligations regarding legal compliance and regulatory requirements
12. Risk Allocation and Indemnities: Distribution of risks and indemnification obligations
13. Confidentiality: Protection of confidential information and trade secrets
14. Force Majeure: Provisions for handling events beyond parties' control
15. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
16. Termination: Grounds and procedures for termination and post-termination obligations
1. Intellectual Property Rights: Used when the partnership involves creation, use, or sharing of IP
2. Data Protection and Privacy: Required when partnership involves processing personal or sensitive data
3. Environmental Compliance: Needed for partnerships with environmental impact considerations
4. Labor and Employment: Include when partnership involves shared employees or secondment
5. Insurance Requirements: Specific insurance obligations beyond standard coverage
6. Anti-Corruption Compliance: Detailed anti-corruption provisions for high-risk sectors or international partnerships
7. Competition Law Compliance: Required for partnerships that might impact market competition
8. Local Content Requirements: Needed when subject to Indonesian local content regulations
9. Step-In Rights: Used in critical service partnerships or infrastructure projects
1. Schedule 1 - Services Description: Detailed description of services or activities under the partnership
2. Schedule 2 - Financial Model: Detailed financial projections, pricing mechanisms, and payment terms
3. Schedule 3 - Governance Procedures: Detailed procedures for partnership management and decision-making
4. Schedule 4 - Performance Standards: Specific KPIs, service levels, and measurement methodologies
5. Schedule 5 - Required Insurance: Details of required insurance coverage and limits
6. Schedule 6 - Form of Reports: Templates and formats for required reporting
7. Schedule 7 - Key Personnel: List of key personnel and their roles
8. Schedule 8 - Compliance Requirements: Detailed regulatory and compliance requirements
9. Appendix A - Communication Protocol: Procedures for formal communications between parties
10. Appendix B - Dispute Resolution Procedures: Detailed procedures for dispute resolution
Authors
Agreement
Annual Business Plan
Applicable Law
Background IP
Best Industry Practice
Business Day
Change Control
Commencement Date
Competent Authority
Confidential Information
Control
Defaulting Party
Deliverables
Dispute
Effective Date
Exit Plan
Force Majeure Event
Foreground IP
Governance Body
Governing Law
Initial Term
Intellectual Property Rights
Key Performance Indicators
Key Personnel
Local Content Requirements
Material Breach
Operating Committee
Partnership
Partnership Assets
Partnership Objectives
Performance Standards
Prohibited Act
Quarter
Related Party
Relevant Authority
Review Period
Services
Steering Committee
Strategic Plan
Subcontractor
Term
Territory
Third Party
Working Hours
BUMN
PMA
PT
Change in Law
Good Corporate Governance
Indonesian Language Version
Joint Venture
Local Partner
Regulatory Approvals
Special Economic Zone
Technical Support
Technology Transfer
Termination Date
Working Group
Recitals
Definitions
Partnership Scope
Term and Duration
Partnership Structure
Governance
Financial Provisions
Operational Requirements
Performance Standards
Key Performance Indicators
Resource Allocation
Technology Transfer
Local Content Requirements
Intellectual Property
Confidentiality
Data Protection
Personnel
Subcontracting
Insurance
Risk Allocation
Indemnification
Force Majeure
Change Management
Regulatory Compliance
Anti-Corruption
Environmental Compliance
Health and Safety
Labor and Employment
Representations and Warranties
Dispute Resolution
Governing Law
Language Requirements
Notices
Assignment
Amendment
Severability
Entire Agreement
Termination
Exit Management
Survival
Competition Law
Step-in Rights
Business Ethics
Reporting Requirements
Audit Rights
Tax
Foreign Exchange
Asset Management
Emergency Procedures
Business Continuity
Infrastructure Development
Manufacturing
Energy and Resources
Technology and Digital Services
Healthcare and Pharmaceuticals
Agriculture and Food Production
Transportation and Logistics
Financial Services
Telecommunications
Retail and Consumer Goods
Mining and Natural Resources
Education and Training
Construction and Real Estate
Legal
Business Development
Corporate Strategy
Finance
Operations
Compliance
Risk Management
Commercial
Corporate Affairs
Investment
Procurement
International Business
Chief Executive Officer
Managing Director
Chief Legal Officer
Head of Business Development
Partnership Director
Commercial Director
Legal Counsel
Chief Financial Officer
Operations Director
Compliance Officer
Strategic Planning Manager
Investment Manager
Contract Manager
Risk Management Officer
Business Development Manager
Corporate Secretary
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