Private Placement Agent Agreement Template for Indonesia

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Key Requirements PROMPT example:

Private Placement Agent Agreement

"I need a Private Placement Agent Agreement under Indonesian law for our technology startup's first debt securities offering of IDR 500 billion, with multiple placement agents involved, targeting institutional investors in Southeast Asia, planned for March 2025."

Document background
The Private Placement Agent Agreement is a crucial document used when a company (issuer) in Indonesia seeks to raise capital through private placement of securities and needs to engage a professional placement agent. This agreement is essential for compliance with Indonesian Capital Market Law (Law No. 8 of 1995) and various OJK regulations, particularly OJK Regulation No. 30/POJK.04/2019 concerning private placements. The document outlines the placement agent's authority to market securities to qualified investors, details the scope of services, establishes fee structures, and allocates responsibilities and risks between parties. It includes specific provisions for regulatory compliance, marketing restrictions, and investor targeting, while incorporating necessary safeguards for both the issuer and the placement agent under Indonesian law.
Suggested Sections

1. Parties: Identification of the Issuer and the Placement Agent, including their complete legal names, registration numbers, and addresses

2. Background: Context of the agreement, including the Issuer's intention to conduct private placement and appointment of the Placement Agent

3. Definitions: Detailed definitions of terms used throughout the agreement, including regulatory terms specific to Indonesian capital markets

4. Appointment and Scope of Services: Formal appointment of the Placement Agent and detailed description of services to be provided

5. Rights and Obligations of the Placement Agent: Detailed responsibilities of the Placement Agent, including compliance with OJK regulations and marketing restrictions

6. Rights and Obligations of the Issuer: Issuer's responsibilities, including provision of information and cooperation with the Placement Agent

7. Representations and Warranties: Standard and specific representations from both parties, including regulatory compliance and authority to enter into the agreement

8. Fees and Expenses: Detailed fee structure, payment terms, and allocation of expenses

9. Confidentiality: Obligations regarding confidential information and permitted disclosures

10. Term and Termination: Duration of the agreement and circumstances under which it may be terminated

11. Indemnification: Mutual indemnification provisions and liability limitations

12. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms

13. Notices: Communication procedures and contact details for official notices

14. General Provisions: Standard boilerplate provisions including amendments, assignments, and severability

Optional Sections

1. Marketing and Distribution Plan: Detailed marketing strategy and distribution procedures - include when specific marketing arrangements need to be contractually defined

2. Due Diligence Process: Specific procedures for conducting due diligence - include for complex offerings or when detailed due diligence procedures need to be outlined

3. Force Majeure: Specific provisions for unforeseen circumstances - include when additional force majeure events beyond standard provisions need to be addressed

4. Anti-Money Laundering Compliance: Detailed AML procedures - include when dealing with high-risk sectors or cross-border elements

5. Digital Marketing Provisions: Rules for online marketing and digital communications - include when digital marketing is a significant component

6. Multiple Placement Agents: Provisions for coordination among multiple agents - include when more than one placement agent is involved

7. Foreign Investment Provisions: Special provisions for foreign investors - include when targeting international investors

Suggested Schedules

1. Schedule A - Fee Structure: Detailed breakdown of fees, commissions, and payment schedules

2. Schedule B - Securities Description: Detailed description of the securities being offered

3. Schedule C - Target Investor Profile: Description of qualified investors and target market

4. Schedule D - Marketing Materials: List of approved marketing materials and usage guidelines

5. Schedule E - Due Diligence Checklist: Comprehensive list of required due diligence items

6. Schedule F - Compliance Procedures: Detailed compliance procedures and checklists

7. Appendix 1 - Required Disclosures: Standard disclosures required under Indonesian regulations

8. Appendix 2 - Power of Attorney: Standard form of power of attorney if required

9. Appendix 3 - Contact Details: Complete contact information for key personnel and teams

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

Financial Services

Investment Banking

Securities and Capital Markets

Corporate Finance

Private Equity

Asset Management

Real Estate Development

Infrastructure

Technology

Manufacturing

Energy

Mining

Healthcare

Telecommunications

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Treasury

Risk Management

Investment Relations

Corporate Secretariat

Business Development

Capital Markets

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Compliance Officer

Investment Banker

Private Placement Specialist

Corporate Finance Manager

Business Development Director

Investment Relations Manager

Corporate Secretary

Risk Manager

Treasury Manager

Financial Controller

Capital Markets Director

Securities Lawyer

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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