Preliminary Purchase Agreement Template for Indonesia

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Key Requirements PROMPT example:

Preliminary Purchase Agreement

"I need a Preliminary Purchase Agreement for my Indonesian manufacturing company to acquire industrial equipment valued at $2 million from a local supplier, with completion targeted for March 2025 and including a 60-day due diligence period."

Document background
The Preliminary Purchase Agreement is a crucial document in Indonesian commercial transactions that bridges the gap between initial negotiations and a final purchase agreement. It is typically used when parties have reached general understanding on key terms but require a formal framework for further negotiation and due diligence. The document outlines preliminary terms while providing certain binding obligations, particularly regarding confidentiality and exclusivity. Under Indonesian law, this agreement must comply with the Civil Code (KUH Perdata) and may require bilingual execution if foreign parties are involved. The agreement typically includes provisions for due diligence, price mechanisms, and conditions precedent to the final transaction, while clearly distinguishing between binding and non-binding provisions to avoid unintended legal obligations.
Suggested Sections

1. Parties: Identification and details of all parties involved in the agreement

2. Background: Context of the transaction and relationship between the parties

3. Definitions: Key terms used throughout the agreement

4. Subject Matter of Purchase: Clear description of the assets, goods, or shares being purchased

5. Purchase Price and Payment Terms: Proposed price and preliminary payment structure

6. Due Diligence: Rights and process for buyer's investigation of the subject matter

7. Conditions Precedent: Conditions that must be satisfied before proceeding to final agreement

8. Exclusivity Period: Time period during which seller cannot negotiate with other parties

9. Confidentiality: Obligations regarding confidential information exchanged during negotiations

10. Costs and Expenses: Allocation of costs during the preliminary phase

11. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction

12. Term and Termination: Duration of the preliminary agreement and termination rights

13. Binding Effect: Specifying which provisions are legally binding and which are not

Optional Sections

1. Earnest Money: Terms for any deposit or earnest money to be paid, used when initial payment is required

2. Break Fee: Compensation payable if either party terminates negotiations, used in high-value transactions

3. Regulatory Approvals: Process for obtaining necessary regulatory clearances, included when regulatory oversight is required

4. Employee Matters: Preliminary terms regarding employees, used in business purchase transactions

5. Intellectual Property: Preliminary terms regarding IP rights, used when IP is a significant component

6. Environmental Matters: Environmental due diligence and liability provisions, used for real estate or industrial purchases

7. Language Requirements: Provisions for dual-language execution, used when foreign parties are involved

Suggested Schedules

1. Description Schedule: Detailed description of the subject matter of purchase

2. Due Diligence Requirements: List of documents and information to be provided during due diligence

3. Proposed Timeline: Schedule of key dates and deadlines for the transaction

4. Price Calculation: Methodology for calculating the final purchase price

5. Required Consents: List of third-party and regulatory consents required

6. Excluded Assets/Items: List of items specifically excluded from the transaction

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
Relevant Industries

Real Estate

Manufacturing

Retail

Technology

Agriculture

Mining

Construction

Healthcare

Hospitality

Energy

Transportation

Consumer Goods

Professional Services

Relevant Teams

Legal

Finance

Procurement

Business Development

Commercial

Operations

Risk Management

Compliance

Corporate Secretariat

Investment

Property Management

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Business Development Manager

Commercial Director

Procurement Manager

Investment Manager

Property Manager

Operations Director

Risk Manager

Compliance Officer

General Manager

Managing Director

Industries
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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