Real Estate Earnest Money Agreement Template for Indonesia

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Key Requirements PROMPT example:

Real Estate Earnest Money Agreement

"I need a Real Estate Earnest Money Agreement for purchasing a commercial building in Jakarta's business district, with a 10% earnest money deposit to be held in escrow until March 2025, including provisions for a 30-day due diligence period."

Document background
The Real Estate Earnest Money Agreement serves as a preliminary contract in Indonesian property transactions, demonstrating the buyer's serious intention to purchase by providing a deposit. This document is essential when parties have reached initial terms but need time for due diligence, document verification, and final closing arrangements. It must comply with Indonesian property law, including the Civil Code (KUHPerdata) and Basic Agrarian Law (UUPA), and typically precedes the final Deed of Sale (Akta Jual Beli) executed before a land deed official (PPAT). The agreement protects both parties' interests by clearly defining the earnest money terms, conditions for return or forfeiture, property details, purchase price, and closing requirements. It's particularly important in Indonesia's property market where transactions often involve complex regulatory requirements and multiple stages of completion.
Suggested Sections

1. Parties: Identification of the seller and buyer, including complete legal names, addresses, and identification numbers as required by Indonesian law

2. Background: Context of the transaction, including brief description of the property and parties' intention to enter into a sale and purchase agreement

3. Definitions: Key terms used throughout the agreement, including technical and legal terminology specific to Indonesian real estate law

4. Property Description: Detailed description of the property, including certificate number, land area, building area, and boundaries as per Indonesian land registration requirements

5. Purchase Price: Total agreed purchase price in Indonesian Rupiah, payment structure, and method of payment

6. Earnest Money: Amount of earnest money, payment terms, deadline, and designated escrow agent or notary

7. Escrow Terms: Terms and conditions for holding and releasing the earnest money, including the role of the appointed notary or escrow agent

8. Due Diligence Period: Timeframe and terms for buyer's property inspection and document verification rights

9. Conditions Precedent: Conditions that must be met before proceeding to final sale, including property checks and document verifications

10. Closing Requirements: Requirements and procedures for closing the transaction, including execution of the final deed of sale (Akta Jual Beli)

11. Default and Remedies: Consequences of default by either party and available remedies under Indonesian law

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

13. Notices: Method and addresses for formal communications between parties

14. Execution: Signature blocks and formal execution requirements

Optional Sections

1. Property Insurance: Requirements for insurance coverage during the earnest money period, used when the property includes significant structures

2. Foreign Ownership Provisions: Special provisions required when the buyer is a foreign national or entity, addressing compliance with Indonesian foreign ownership restrictions

3. Property Management: Terms for property maintenance and access during the earnest money period, used for occupied properties or those with ongoing operations

4. Broker Provisions: Terms regarding real estate broker involvement and commission arrangements, included when brokers are involved in the transaction

5. Existing Tenancies: Provisions regarding existing tenants and lease agreements, used when the property is currently leased

6. Financing Contingency: Conditions related to buyer's financing arrangements, included when purchase depends on buyer securing financing

7. Tax Provisions: Special tax considerations and allocations, used when complex tax implications exist

8. Environmental Matters: Environmental inspection rights and responsibilities, included for commercial or industrial properties

Suggested Schedules

1. Property Details Schedule: Detailed technical description of the property, including exact measurements, boundaries, and certificates

2. Payment Schedule: Detailed breakdown of payment terms, including earnest money and subsequent payment installments

3. Due Diligence Checklist: List of required documents and verifications to be completed during due diligence

4. Property Inspection Report: Format or requirements for property inspection reporting

5. Required Permits and Licenses: List of governmental permits and licenses relevant to the property

6. Existing Encumbrances: Details of any existing liens, mortgages, or other encumbrances on the property

7. Property Photos and Plans: Visual documentation of the property, including photographs and architectural plans if applicable

8. Form of Deed of Sale: Draft or template of the final deed of sale (Akta Jual Beli) to be executed

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

Real Estate

Property Development

Banking and Finance

Construction

Hospitality

Retail

Commercial Office

Industrial

Residential Property

Agriculture (for land transactions)

Legal Services

Investment Management

Relevant Teams

Legal

Real Estate

Property Management

Finance

Compliance

Risk Management

Corporate Affairs

Investment

Operations

Facilities Management

Business Development

Document Management

Relevant Roles

Real Estate Manager

Property Developer

Legal Counsel

Corporate Lawyer

Property Manager

Real Estate Broker

Investment Manager

Asset Manager

Facilities Manager

Corporate Secretary

Chief Financial Officer

Acquisition Manager

Development Director

Real Estate Analyst

Compliance Officer

Risk Manager

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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