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Master Subcontract Agreement
"I need a Master Subcontract Agreement under Indonesian law for a construction company that will be subcontracting various engineering services starting March 2025, with specific focus on local content requirements and HSE compliance."
1. Parties: Identification of the main contractor and subcontractor, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, relationship between parties, and general purpose of the master agreement
3. Definitions and Interpretation: Definitions of key terms, interpretation rules, and hierarchy of documents
4. Scope of Agreement: Framework terms for subcontracting relationship, types of work covered, and geographical scope
5. Engagement Process: Procedures for engaging subcontractor for specific projects, including work orders and acceptance process
6. Subcontractor Obligations: Core obligations, compliance requirements, warranties, and performance standards
7. Main Contractor Obligations: Main contractor's responsibilities, including provision of information and access
8. Personnel Requirements: Qualifications, training, supervision, and compliance with labor laws
9. Pricing and Payment: Payment terms, invoicing procedures, and price adjustment mechanisms
10. Quality and Performance: Quality standards, KPIs, monitoring, and reporting requirements
11. Health, Safety and Environment: HSE requirements, compliance with regulations, and reporting obligations
12. Insurance and Liability: Required insurance coverage, liability provisions, and indemnification
13. Intellectual Property: IP rights, licenses, and protection of proprietary information
14. Confidentiality: Protection and handling of confidential information
15. Term and Termination: Duration, renewal, termination rights, and consequences of termination
16. Force Majeure: Force majeure events and consequences
17. Dispute Resolution: Dispute resolution procedures, governing law, and jurisdiction
18. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Anti-Bribery and Corruption: Specific provisions for anti-corruption compliance, recommended for international contracts or high-value agreements
2. Data Protection: Provisions for handling personal data, required if personal data processing is involved
3. Export Control: Export control compliance provisions, needed for international operations or controlled goods
4. Local Content Requirements: Provisions addressing Indonesian local content requirements, needed for certain industries
5. Parent Company Guarantee: Requirements for parent company guarantees, recommended for high-value contracts or less established subcontractors
6. Step-in Rights: Main contractor's right to step in and take over subcontractor's scope, recommended for critical services
7. Sustainability Requirements: Environmental and social sustainability obligations, relevant for environmentally sensitive projects
8. Technology Transfer: Provisions for technology transfer to local resources, relevant for technical services or government requirements
1. Schedule 1 - Pricing Schedule: Detailed pricing structure, rates, and payment terms
2. Schedule 2 - Scope of Services: Detailed description of services/works that may be subcontracted
3. Schedule 3 - Technical Standards: Technical specifications and performance standards
4. Schedule 4 - KPIs and Performance Metrics: Detailed performance indicators and measurement criteria
5. Schedule 5 - HSE Requirements: Detailed health, safety, and environmental requirements
6. Schedule 6 - Form of Work Order: Template for individual work orders under the master agreement
7. Schedule 7 - Insurance Requirements: Detailed insurance requirements and minimum coverage
8. Schedule 8 - Required Personnel and Qualifications: List of key positions and required qualifications
9. Appendix A - Compliance Certificates: Required statutory and regulatory compliance certificates
10. Appendix B - Form of Parent Company Guarantee: Template for parent company guarantee if required
11. Appendix C - Form of Performance Bond: Template for performance bond if required
Authors
Applicable Laws
Approved Subcontractors
Background IP
Business Day
Change Order
Commencement Date
Confidential Information
Contract Price
Defects
Deliverables
Effective Date
Equipment
Force Majeure Event
Good Industry Practice
Governing Law
HSE Requirements
Intellectual Property Rights
Key Personnel
Local Content Requirements
Main Contract
Material Breach
Milestone
Notice
Parent Company
Performance Bond
Performance Standards
Personnel
Project
Project Site
Quality Management System
Rates
Records
Schedule of Rates
Scope of Work
Services
Specifications
Subcontract Works
Technical Standards
Term
Third Party
Time for Completion
Variations
Warranty Period
Work Order
Work Product
Worksite
Interpretation
Scope of Agreement
Term and Duration
Work Order Process
Subcontractor Obligations
Main Contractor Obligations
Performance Standards
Quality Assurance
Personnel Requirements
Health and Safety
Environmental Protection
Pricing and Payment
Invoicing
Local Content Requirements
Warranties
Insurance
Liability and Indemnification
Force Majeure
Intellectual Property
Confidentiality
Data Protection
Compliance with Laws
Anti-Corruption
Assignment and Subcontracting
Change Control
Suspension
Termination
Step-in Rights
Audit Rights
Record Keeping
Notices
Dispute Resolution
Governing Law
Boilerplate Clauses
Construction
Oil and Gas
Mining
Manufacturing
Technology Services
Infrastructure Development
Telecommunications
Engineering Services
Facilities Management
Industrial Maintenance
Energy
Transportation
Maritime Services
Legal
Procurement
Operations
Commercial
Finance
Risk & Compliance
Human Resources
Health Safety & Environment
Supply Chain
Project Management Office
Business Development
Technical Services
Procurement Manager
Contract Manager
Legal Counsel
Commercial Director
Operations Manager
Project Manager
Supply Chain Manager
Chief Financial Officer
Risk Manager
Compliance Officer
Business Development Manager
Technical Director
General Manager
HR Director
HSE Manager
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