Tripartite Assignment Agreement Template for Indonesia

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Key Requirements PROMPT example:

Tripartite Assignment Agreement

"I need a Tripartite Assignment Agreement for transferring mining exploration rights from PT Mining Indonesia to PT Resources Global, with consent from the Indonesian government regulator, to be effective from March 1, 2025, including specific provisions for environmental liability transfer and local community agreements."

Document background
The Tripartite Assignment Agreement is a specialized legal instrument used in Indonesian business transactions where the transfer of rights and obligations requires the active participation and consent of three parties. This document is particularly relevant when existing contractual arrangements need to be assigned or transferred, such as in project financing, corporate restructuring, or major commercial transactions. The agreement must comply with Indonesian Civil Code requirements and other relevant regulations, including mandatory language provisions under Law No. 24 of 2009. It typically includes detailed provisions on the scope of assignment, continuing obligations, representations and warranties, and specific mechanisms for ensuring all parties' interests are protected. The document is essential in situations where simple bilateral assignments would not sufficiently address the complex relationships and obligations between all involved parties.
Suggested Sections

1. Parties: Identification of all three parties: Assignor, Assignee, and Other Party (typically the party whose consent is required or who has continuing obligations)

2. Background: Context of the original agreement being assigned and the reason for the assignment

3. Definitions: Definitions of key terms used throughout the agreement, including 'Assignment Date', 'Original Agreement', and other relevant terms

4. Assignment: Core provision detailing what rights and obligations are being assigned from Assignor to Assignee

5. Consent: Express consent of the Other Party to the assignment and acknowledgment of the Assignee as the new party

6. Effective Date: Specification of when the assignment takes effect and any conditions precedent

7. Continuing Obligations: Outline of which obligations continue and which terminate for each party

8. Representations and Warranties: Statements of fact and assurances from each party regarding their capacity and authority to enter into the agreement

9. Payment Terms: Details of any payment obligations between the parties related to the assignment

10. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes

11. Language: Language provisions complying with Law No. 24 of 2009 requiring Indonesian language version

12. Execution: Signature blocks for all three parties

Optional Sections

1. Novation Provisions: Include when the arrangement requires not just assignment but novation of certain obligations

2. Security Arrangements: Include when there are existing securities that need to be addressed or new securities to be created

3. Tax Provisions: Include when the assignment has significant tax implications that need to be addressed

4. Regulatory Compliance: Include when the assignment requires specific regulatory approvals or compliance measures

5. Intellectual Property: Include when IP rights are involved in the assignment

6. Confidentiality: Include when there is sensitive information being shared as part of the assignment process

7. Force Majeure: Include when long-term continuing obligations are part of the assignment

8. Step-In Rights: Include when certain parties need rights to step in and take over obligations in specific circumstances

Suggested Schedules

1. Schedule 1 - Original Agreement: Copy or details of the agreement being assigned

2. Schedule 2 - Assigned Rights and Obligations: Detailed list of specific rights and obligations being assigned

3. Schedule 3 - Completion Requirements: List of documents and actions required to complete the assignment

4. Schedule 4 - Payment Details: Specific payment terms, amounts, and bank account details if applicable

5. Schedule 5 - Required Consents: List of any third-party or regulatory consents required

6. Appendix A - Form of Notice: Template for notices to be given to relevant parties regarding the assignment

7. Appendix B - Powers of Attorney: Any required powers of attorney for completing the assignment

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

Banking and Financial Services

Real Estate and Property Development

Infrastructure and Construction

Energy and Natural Resources

Manufacturing

Telecommunications

Mining

Oil and Gas

Transportation and Logistics

Healthcare

Technology and Software

Agricultural and Plantation

Relevant Teams

Legal

Finance

Compliance

Corporate Secretariat

Risk Management

Commercial

Business Development

Operations

Project Management

Contract Administration

Relevant Roles

Legal Director

General Counsel

Corporate Secretary

Chief Legal Officer

Legal Manager

Contract Manager

Chief Financial Officer

Finance Director

Project Manager

Commercial Director

Business Development Manager

Risk Manager

Compliance Officer

Operations Director

Managing Director

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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