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Option Sales Contract

Option Sales Contract Template for Indonesia

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Key Requirements PROMPT example:

Option Sales Contract

"I need an Option Sales Contract for a commercial property in Jakarta, giving the potential buyer a 6-month option period starting March 1, 2025, with an option fee of IDR 500 million and a fixed purchase price of IDR 25 billion."

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Document background
The Option Sales Contract is a crucial legal instrument in Indonesian commercial transactions, providing a structured framework for future purchase rights over specified assets. This document type is commonly used when parties wish to establish a right, but not an obligation, to purchase assets at predetermined terms within a specified timeframe. The contract must comply with Indonesian law, particularly the Indonesian Civil Code (KUHPerdata) Articles 1313-1351 regarding contract formation and Articles 1457-1518 concerning sales agreements. It is particularly valuable in scenarios involving property development, natural resources, or strategic business acquisitions where parties need time to conduct due diligence or secure financing. The Option Sales Contract includes detailed provisions for option exercise mechanics, pricing structures, and completion requirements, while incorporating necessary safeguards and regulatory compliance measures specific to the Indonesian legal context.
Suggested Sections

1. Parties: Identification of all parties to the contract, including full legal names and addresses

2. Background: Context of the agreement and brief description of the parties' intentions

3. Definitions: Definitions of key terms used throughout the agreement

4. Grant of Option: Clear statement of the option rights being granted, including type (put/call) and exclusivity

5. Option Period: Duration of the option, including commencement and expiration dates

6. Option Price: Amount payable for the option right itself

7. Exercise of Option: Procedure and requirements for exercising the option

8. Purchase Price: Price for the underlying asset when the option is exercised

9. Payment Terms: Terms and conditions for both option price and purchase price payments

10. Completion: Process and requirements for completing the sale upon option exercise

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

12. Termination: Circumstances under which the agreement can be terminated

13. Governing Law and Jurisdiction: Confirmation of Indonesian law and jurisdiction

14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

Optional Sections

1. Asset Maintenance: Obligations regarding maintenance of the underlying asset during the option period - required for physical assets

2. Due Diligence: Rights and process for conducting due diligence - relevant for complex assets

3. Security: Security arrangements for option or purchase price - used when payment security is required

4. Regulatory Compliance: Specific regulatory requirements - needed for regulated assets or industries

5. Tax Provisions: Specific tax arrangements - relevant for high-value transactions or cross-border elements

6. Force Majeure: Force majeure provisions - particularly relevant for long option periods

7. Assignment: Rights to assign the option - relevant where secondary trading is contemplated

Suggested Schedules

1. Asset Description: Detailed description and specifications of the asset subject to the option

2. Option Exercise Notice: Form of notice to be used when exercising the option

3. Completion Requirements: Detailed list of requirements and documents needed for completion

4. Payment Mechanics: Detailed payment procedures and bank account details

5. Required Approvals: List of regulatory or third-party approvals required

6. Due Diligence Requirements: Scope and procedures for due diligence 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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Asset
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Default Event
Due Diligence Period
Effective Date
Exercise Notice
Exercise Period
Exercise Price
Governmental Authority
Indonesian Law
Liabilities
Long Stop Date
Material Adverse Change
Option
Option Fee
Option Period
Permitted Encumbrances
Purchase Price
Related Parties
Representatives
Security Interest
Signing Date
Transaction Documents
Transfer Documents
Valuation Date
Working Hours
Relevant Industries

Real Estate & Property Development

Mining & Natural Resources

Manufacturing

Agriculture & Plantations

Energy & Power Generation

Technology & Software

Infrastructure

Retail & Commercial Property

Industrial Equipment

Commodities Trading

Relevant Teams

Legal

Commercial

Finance

Business Development

Compliance

Risk Management

Operations

Property Management

Asset Management

Investment

Corporate Secretariat

Procurement

Relevant Roles

Legal Counsel

Contract Manager

Business Development Manager

Commercial Director

Chief Financial Officer

Property Manager

Asset Manager

Investment Manager

Compliance Officer

Risk Manager

Corporate Secretary

Operations Director

Procurement Manager

Industries
Indonesian Civil Code (KUHPerdata): Primary legislation governing contracts, particularly Book III on Obligations. Articles 1313-1351 cover contract formation, and Articles 1457-1518 specifically deal with sales agreements.
Law No. 7 of 2014 on Trade: Regulates trading activities in Indonesia, including provisions on domestic and international trade agreements.
Government Regulation No. 80 of 2019: Regulations on Trading Through Electronic Systems, relevant if the option contract involves electronic transactions.
Law No. 5 of 1999: Anti-monopoly and unfair business competition law, ensuring the option contract doesn't create unfair market conditions.
Bank Indonesia Regulation No. 18/10/PBI/2016: Regulations on payment transactions and financial settlements, relevant for payment terms in the option contract.
Minister of Trade Regulation No. 46 of 2009: Guidelines for option trading and technical provisions for specific types of trading agreements.
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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