Master Vendor Agreement Template for Indonesia

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Key Requirements PROMPT example:

Master Vendor Agreement

"I need a Master Vendor Agreement under Indonesian law for a technology manufacturing company, with strong IP protection clauses and specific provisions for handling technical data, to be implemented by March 2025 with multiple suppliers in Jakarta."

Document background
A Master Vendor Agreement is essential for businesses operating in Indonesia that require a structured framework for managing ongoing supplier relationships. This document type is particularly important when a company anticipates regular or multiple transactions with the same vendor over time. The agreement establishes the foundational terms and conditions that will govern all future transactions, including ordering procedures, payment terms, performance standards, and risk allocation. Under Indonesian law, such agreements must comply with specific regulatory requirements, including the mandatory use of Bahasa Indonesia alongside any other language versions. The Master Vendor Agreement serves as an efficient tool for standardizing vendor relationships while ensuring compliance with local regulations such as the Indonesian Civil Code, Trade Law, and relevant sector-specific regulations.
Suggested Sections

1. Parties: Identification of the contracting parties, including their full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, relationship between parties, and general purpose of the arrangement

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules for interpreting the agreement

4. Appointment and Scope: Terms of vendor appointment and general scope of goods/services to be provided

5. Term and Renewal: Duration of the agreement, including commencement date and renewal provisions

6. Ordering Process: Procedures for placing and accepting orders under the agreement

7. Pricing and Payment: Payment terms, pricing mechanisms, invoicing requirements, and payment methods

8. Delivery and Performance: Requirements for delivery of goods or performance of services

9. Quality and Standards: Quality standards, specifications, and performance metrics

10. Warranties and Representations: Warranties regarding goods/services and general business operations

11. Compliance with Laws: Obligations to comply with applicable laws and regulations

12. Intellectual Property Rights: Ownership and usage rights of intellectual property

13. Confidentiality: Protection and handling of confidential information

14. Liability and Indemnification: Limitation of liability and indemnification obligations

15. Termination: Grounds for termination and termination procedures

16. Force Majeure: Provisions for handling events beyond parties' reasonable control

17. Governing Law and Dispute Resolution: Choice of law and procedures for resolving disputes

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

Optional Sections

1. Insurance: Required when specific insurance coverage needs to be maintained by the vendor

2. Data Protection: Required when personal data processing is involved in the vendor relationship

3. Anti-Bribery and Corruption: Important for high-value contracts or when dealing with government-linked entities

4. Environmental Compliance: Relevant for vendors providing goods or services with environmental impact

5. Security Requirements: Necessary when vendor requires access to sensitive systems or facilities

6. Business Continuity: Important for critical suppliers or services

7. Import/Export Compliance: Required for cross-border supply of goods or services

8. Subcontracting: Needed when vendor may need to engage subcontractors

9. Change Control: Important for long-term agreements where scope or specifications may change

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

Suggested Schedules

1. Schedule 1 - Goods and Services Description: Detailed specifications of goods/services to be provided

2. Schedule 2 - Pricing Schedule: Detailed pricing information, including rate cards and payment terms

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

4. Schedule 4 - Technical Requirements: Technical specifications and standards for goods/services

5. Schedule 5 - Operating Procedures: Detailed procedures for day-to-day operations and ordering

6. Schedule 6 - Contact Details: Key contact information for both parties

7. Schedule 7 - Form of Purchase Order: Template for purchase orders under the agreement

8. Schedule 8 - Compliance Requirements: Specific regulatory or compliance requirements

9. Appendix A - Insurance Requirements: Detailed insurance coverage requirements

10. Appendix B - Security Protocols: Security procedures and requirements if applicable

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

Manufacturing

Technology

Retail

Financial Services

Telecommunications

Healthcare

Energy

Construction

Logistics

Professional Services

Consumer Goods

Mining

Agriculture

Education

Hospitality

Relevant Teams

Procurement

Legal

Finance

Operations

Supply Chain

Risk & Compliance

Commercial

Vendor Management

Strategic Sourcing

Contract Administration

Relevant Roles

Chief Procurement Officer

Procurement Manager

Legal Counsel

Contract Manager

Supply Chain Director

Vendor Relations Manager

Chief Financial Officer

Operations Director

Risk Manager

Compliance Officer

Category Manager

Sourcing Manager

General Counsel

Commercial Director

Finance Manager

Industries
Indonesian Civil Code (Kitab Undang-undang Hukum Perdata): The fundamental law governing contracts and obligations in Indonesia, including contract formation, validity requirements, and general principles of contractual relationships
Law No. 7 of 2014 on Trade: Regulates trading activities in Indonesia, including domestic and international trade relationships, which is crucial for vendor agreements
Law No. 8 of 1999 on Consumer Protection: Provides protection for end consumers and regulates business practices, which may be relevant if the vendor agreement involves consumer goods or services
Law No. 19 of 2016 on Electronic Information and Transactions: Governs electronic transactions and digital signatures, essential if the agreement involves e-commerce or digital services
Law No. 13 of 2003 on Manpower: Relevant if the vendor agreement includes service provisions involving personnel or manpower
Government Regulation No. 80 of 2019: Regulates e-commerce activities in Indonesia, important for vendor agreements involving online business operations
Law No. 25 of 2007 on Investment: Relevant for foreign vendors or cross-border arrangements, governing foreign investment and business relationships
Law No. 20 of 2016 on Marks and Geographical Indications: Important for protecting intellectual property rights in vendor relationships, especially regarding branding and trademarks
Law No. 24 of 2009 on National Flag, Language, Emblem and Anthem: Requires contracts involving Indonesian parties to have an Indonesian language version
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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