Memorandum Of Intention Template for Indonesia

The Memorandum of Intention (MOI) is a crucial preliminary document in Indonesian business practice, commonly used when parties wish to formalize their intention to explore potential business opportunities without immediately creating binding obligations. It serves as a stepping stone toward more definitive agreements while providing a structured framework for negotiations. Under Indonesian law, particularly the Civil Code (KUH Perdata), while MOIs are generally non-binding, certain provisions such as confidentiality and exclusivity can be made explicitly binding. This document is particularly valuable in complex transactions, joint ventures, or international business relationships where parties need to establish clear parameters for their discussions while conducting due diligence and detailed negotiations.

1. Parties: Identification and details of all parties entering into the MOI

2. Background: Context and circumstances leading to the MOI, including brief description of parties' business activities

3. Definitions: Key terms used throughout the document

4. Purpose and Scope: Clear statement of the parties' intentions and the scope of potential future cooperation

5. Non-Binding Nature: Express statement that the MOI is not legally binding except for specified clauses

6. Duration and Termination: Period for which the MOI will remain in effect and conditions for termination

7. Confidentiality: Obligations regarding confidential information exchanged during discussions

8. Costs and Expenses: Statement on how costs related to the MOI and future negotiations will be borne

9. Governing Law: Specification of Indonesian law as the governing law

10. Signatures: Execution block for authorized representatives of all parties