Tripartite Contract Template for Indonesia

The Tripartite Contract is a sophisticated legal instrument used in Indonesia when three parties need to formalize their mutual obligations and relationships in a single, comprehensive agreement. This document type is particularly valuable for complex business arrangements where multiple parties have interconnected responsibilities, such as in project finance, infrastructure development, or joint venture arrangements. The agreement must comply with Indonesian Civil Code requirements and includes mandatory provisions under Indonesian law, such as the use of Bahasa Indonesia as required by Law No. 24 of 2009. It typically includes detailed provisions on risk allocation, payment mechanisms, performance obligations, and coordinate decision-making processes. The document is structured to ensure clear delineation of roles while maintaining the interdependent nature of the parties' obligations.

1. Parties: Identification of all three parties to the agreement, including their full legal names, registration numbers, addresses, and authorized representatives

2. Background: Context of the agreement, relationship between the parties, and purpose of the trilateral arrangement

3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules for interpreting the agreement

4. Scope of Agreement: Overview of the trilateral arrangement and general obligations of each party

5. Roles and Responsibilities: Detailed description of each party's specific duties, obligations, and responsibilities

6. Term and Termination: Duration of the agreement, renewal provisions, and circumstances under which the agreement may be terminated

7. Payment Terms: Financial arrangements between the parties, including payment mechanisms, currencies, and timing

8. Representations and Warranties: Statements of fact and assurances made by each party

9. Confidentiality: Obligations regarding protection of confidential information shared between the parties

10. Force Majeure: Provisions for handling circumstances beyond parties' control

11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for dispute resolution

12. Language: Specification of Indonesian language requirement and status of English version if bilingual

13. Notices: Procedures for formal communications between the parties

14. Execution: Signature blocks for all three parties and witnessing requirements