Master Framework Agreement Template for Indonesia

The Master Framework Agreement is designed for businesses seeking to establish long-term commercial relationships in Indonesia while ensuring compliance with local laws and regulations. This document type is particularly useful when parties anticipate multiple transactions or ongoing services and want to avoid negotiating terms repeatedly. It addresses key Indonesian legal requirements, including mandatory language provisions under Law No. 24 of 2009 and essential contractual elements under the Indonesian Civil Code. The agreement typically includes mechanisms for subsequent specific agreements or purchase orders, pricing frameworks, performance standards, and dispute resolution procedures. It's structured to accommodate both domestic and international business relationships while maintaining flexibility for various transaction types and industry-specific requirements.

1. Parties: Detailed identification of the contracting parties, including registration numbers and authorized signatories

2. Background: Context of the agreement, business relationship overview, and intended framework structure

3. Definitions and Interpretation: Key terms, interpretation rules, and hierarchy of documents

4. Structure of the Agreement: Framework mechanics, relationship with subsequent agreements, and order of precedence

5. Term and Termination: Duration of the framework, renewal provisions, and termination grounds

6. Ordering Process: Procedures for entering into subsequent agreements or purchase orders

7. Prices and Payment: General pricing principles, payment terms, and invoice requirements

8. Performance Standards: Overall quality requirements and service levels applicable to all transactions

9. Compliance with Laws: General compliance obligations including specific Indonesian law requirements

10. Representations and Warranties: Standard representations including corporate authority and capacity

11. Liability and Indemnification: Risk allocation, liability caps, and indemnification obligations

12. Confidentiality: Protection of confidential information and trade secrets

13. Force Majeure: Events excusing performance and consequential procedures

14. Dispute Resolution: Dispute resolution procedures, governing law, and jurisdiction

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