Master Agreement for Indonesia

Master Agreement Template for Indonesia

This Master Agreement template is designed for use under Indonesian law, incorporating key requirements of Indonesian civil and commercial legislation. It provides a comprehensive framework for ongoing business relationships while ensuring compliance with local regulations, including Law No. 24 of 2009 regarding language requirements. The document structure accommodates both domestic and international business relationships, with specific provisions addressing Indonesian regulatory requirements, dispute resolution mechanisms, and dual-language considerations. It serves as an umbrella agreement under which subsequent transaction documents can be executed.

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What is a Master Agreement?

The Master Agreement is specifically designed for use in Indonesia, serving as a comprehensive framework agreement that establishes the foundational terms and conditions for ongoing business relationships. It is particularly useful when parties anticipate multiple transactions or a continuous business relationship that will require separate transaction documents over time. This document type incorporates mandatory provisions required under Indonesian law, including compliance with Law No. 24 of 2009 regarding language requirements, and addresses key aspects of Indonesian commercial law. The Master Agreement typically includes provisions for subsequent purchase orders, statements of work, or other transaction documents, while establishing overarching terms such as liability limits, confidentiality obligations, dispute resolution procedures, and general legal protections that will apply to all future transactions between the parties.

What sections should be included in a Master Agreement?

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

2. Background: Recitals explaining the context and purpose of the agreement

3. Definitions: Comprehensive definitions of terms used throughout the agreement, including both English and Bahasa Indonesia terms where relevant

4. Scope of Agreement: Overall framework and structure of the relationship between the parties

5. Term and Renewal: Duration of the agreement and renewal provisions

6. Services/Obligations Framework: General framework for services or obligations to be performed under the agreement

7. Ordering Process: Procedure for placing and accepting orders under the master agreement

8. Pricing and Payment Terms: General pricing principles and payment mechanisms

9. Intellectual Property Rights: Protection and licensing of intellectual property

10. Confidentiality: Protection of confidential information and trade secrets

11. Representations and Warranties: Standard representations and warranties from all parties

12. Liability and Indemnification: Allocation of risks and responsibilities between parties

13. Force Majeure: Provisions for unforeseen circumstances preventing performance

14. Termination: Grounds and process for termination of the agreement

15. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law provisions

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

17. Language Requirements: Provisions regarding dual language requirements and prevailing language as per Law No. 24 of 2009

What sections are optional to include in a Master Agreement?

1. Compliance with Anti-Corruption Laws: Required when dealing with government entities or in regulated industries

2. Data Protection: Required when personal data processing is involved

3. Insurance Requirements: Required for high-risk activities or when significant assets are involved

4. Environmental Compliance: Required for activities with environmental impact

5. Import/Export Compliance: Required for international trade activities

6. Service Levels: Required when specific performance metrics need to be maintained

7. Parent Company Guarantee: Required when seeking additional financial security from a parent company

8. Local Content Requirements: Required for certain regulated industries in Indonesia

9. Bank Guarantee Provisions: Required when financial security is needed

What schedules should be included in a Master Agreement?

1. Schedule 1 - Services Description: Detailed description of services or products covered under the agreement

2. Schedule 2 - Pricing Schedule: Detailed pricing structures, rates, and commercial terms

3. Schedule 3 - Service Levels and KPIs: Specific performance metrics and measurement criteria

4. Schedule 4 - Technical Specifications: Technical requirements and standards

5. Schedule 5 - Form of Purchase Order: Template for individual orders under the master agreement

6. Schedule 6 - Designated Representatives: List of key contacts and authorized representatives

7. Schedule 7 - Approved Subcontractors: List of pre-approved subcontractors if applicable

8. Appendix A - Insurance Requirements: Detailed insurance obligations and minimum coverage requirements

9. Appendix B - Compliance Requirements: Specific regulatory and compliance obligations

10. Appendix C - Form of Bank Guarantee: Template for any required bank guarantees

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

Jurisdiction

Indonesia

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Telecommunications

Energy and Resources

Financial Services

Retail and Consumer Goods

Healthcare and Pharmaceuticals

Infrastructure and Construction

Logistics and Transportation

Agriculture and Food Production

Professional Services

Mining

Oil and Gas

Relevant Teams

Legal

Commercial

Procurement

Finance

Operations

Compliance

Risk Management

Business Development

Supply Chain

Corporate Secretariat

Contract Administration

Relevant Roles

Legal Director

Head of Legal

Commercial Director

Chief Executive Officer

Chief Financial Officer

Procurement Manager

Contract Manager

Business Development Manager

Operations Director

Compliance Officer

Risk Manager

General Counsel

Company Secretary

Commercial Manager

Supply Chain Manager

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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