Provisional Sales And Purchase Agreement Template for Indonesia

The Provisional Sales And Purchase Agreement is a crucial document in Indonesian commercial transactions, particularly when parties need to formalize their initial understanding while conducting further due diligence or fulfilling certain conditions. This document type is commonly used in situations where immediate execution of a definitive agreement is not feasible due to pending approvals, ongoing negotiations, or required due diligence. Subject to Indonesian law, particularly the Civil Code (KUHPerdata) and commercial regulations, it typically includes essential provisions such as transaction structure, provisional pricing, exclusivity periods, and conditions precedent. The agreement serves as a binding preliminary commitment while providing flexibility for parties to address detailed terms in the final agreement.

1. Parties: Identification and details of the seller and purchaser, including their legal status and registered addresses

2. Background: Context of the transaction, purpose of the provisional agreement, and intention to enter into a definitive agreement

3. Definitions: Key terms used throughout the agreement, ensuring consistent interpretation

4. Subject Matter of Sale: Clear description of the goods/property/assets to be sold

5. Provisional Purchase Price: Agreed preliminary price, payment terms, and any adjustments mechanisms

6. Conditions Precedent: Conditions that must be satisfied before proceeding to definitive agreement

7. Due Diligence: Framework for buyer's investigation and verification process

8. Timeline and Definitive Agreement: Schedule for completing due diligence and executing final agreement

9. Earnest Money: Details of any deposit or earnest money payment and its treatment

10. Exclusivity Period: Period during which seller cannot negotiate with other parties

11. Confidentiality: Obligations regarding confidential information exchange

12. Representations and Warranties: Basic preliminary representations by both parties

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

14. Governing Law and Jurisdiction: Specification of Indonesian law and agreed jurisdiction for disputes

15. Notices: Process and contact details for formal communications

16. Signing and Execution: Signature blocks and execution requirements