Preliminary Share Purchase Agreement Template for Indonesia

1. Break Fee: Include when parties want to specify compensation if one party terminates negotiations without justified cause

2. Management and Operation During Due Diligence: Include when specific requirements for company operation during the due diligence period are needed

3. Regulatory Approvals: Include when the transaction will require specific regulatory approvals (e.g., BKPM, OJK)

4. Employee Matters: Include when preliminary agreements regarding employee retention or consultation are required

5. Intellectual Property Protection: Include when significant IP assets are involved in the transaction

6. Public Announcements: Include when either party is public or when transaction confidentiality is particularly sensitive

1. Schedule 1 - Company Information: Basic information about the target company, including registration details and capital structure

2. Schedule 2 - Preliminary Terms Summary: Key commercial terms and conditions in summary form

3. Schedule 3 - Due Diligence Requirements: Detailed list of documents and information required for due diligence

4. Schedule 4 - Indicative Timeline: Detailed timeline with key milestones and deadlines

5. Schedule 5 - Form of Confidentiality Agreement: Detailed confidentiality terms if not already executed separately

6. Schedule 6 - Current Corporate Structure: Diagram showing current ownership structure of the target company

7. Schedule 7 - Proposed Post-Completion Structure: Diagram showing proposed ownership structure after transaction completion