The Service Bureau Agreement is essential for businesses in Indonesia seeking to outsource specialized services or establish formal service relationships. This document is particularly relevant in today's digital economy where companies increasingly rely on external service providers for various business functions. The agreement must comply with Indonesian legal requirements, including mandatory use of the Indonesian language (as per Law No. 24 of 2009) and data protection regulations. It typically covers service scope, performance metrics, pricing, confidentiality, data protection, and operational procedures. The Service Bureau Agreement is particularly important for technology services, business process outsourcing, and professional services sectors, where clear service definitions and performance standards are crucial for successful business relationships.
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1. Parties: Identification of the service bureau provider and the client, including their complete legal names, registration numbers, and addresses
2. Background: Context of the agreement, brief description of the parties' businesses, and the purpose of the service bureau arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of the services to be provided by the service bureau
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Service Standards: Quality standards, performance metrics, and service level requirements
7. Fees and Payment Terms: Pricing structure, payment schedule, and related financial terms
8. Obligations of the Service Provider: Specific duties and responsibilities of the service bureau
9. Client Obligations: Responsibilities and obligations of the client
10. Data Protection and Confidentiality: Provisions for protecting confidential information and personal data
11. Intellectual Property Rights: Ownership and usage rights of IP created or used during service provision
12. Liability and Indemnification: Allocation of risks and responsibilities between parties
13. Termination: Conditions and procedures for ending the agreement
14. Force Majeure: Provisions for handling events beyond parties' control
15. Governing Law: Specification of Indonesian law as governing law and jurisdiction
16. Language: Specification of language requirements per Law No. 24 of 2009
17. Notices: Procedures for formal communications between parties
18. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Regulatory Compliance: Specific regulatory obligations when services involve regulated industries or activities
2. Insurance: Insurance requirements when services involve significant operational risks
3. Business Continuity: Disaster recovery and business continuity requirements for critical services
4. Personnel Requirements: Specific staffing requirements when service delivery involves dedicated personnel
5. Security Requirements: Enhanced security provisions for services involving sensitive data or systems
6. Audit Rights: Client's rights to audit service provider's operations when required for compliance or risk management
7. Anti-Corruption: Specific anti-corruption provisions for government-related services or high-risk industries
8. Export Control: Export control compliance for services involving cross-border data or technology transfer
1. Schedule A - Service Specifications: Detailed technical specifications of services to be provided
2. Schedule B - Service Levels: Specific performance metrics, KPIs, and service level agreements
3. Schedule C - Fee Schedule: Detailed pricing, payment terms, and fee calculations
4. Schedule D - Implementation Plan: Timeline and milestones for service implementation
5. Schedule E - Operating Procedures: Detailed operational procedures and processes
6. Schedule F - Data Processing Agreement: Specific terms for personal data processing compliance
7. Schedule G - Contact Details: Key personnel and escalation contacts for both parties
8. Appendix 1 - Technical Requirements: Technical specifications and requirements for service delivery
9. Appendix 2 - Security Standards: Information security requirements and standards
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