Vendor Contract Agreement Template for Indonesia

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Key Requirements PROMPT example:

Vendor Contract Agreement

"I need a Vendor Contract Agreement under Indonesian law for an IT services provider who will maintain our cloud infrastructure and provide technical support, starting March 2025, with strict data protection and service level requirements."

Document background
The Vendor Contract Agreement is a fundamental commercial document used in Indonesian business operations to establish and regulate the relationship between companies and their suppliers or service providers. This agreement is essential when engaging vendors for regular supply of goods, ongoing services, or specific project deliverables. The document must comply with Indonesian Civil Code (Kitab Undang-undang Hukum Perdata) and relevant commercial regulations, including Law No. 7 of 2014 on Trade. It typically includes comprehensive details about scope of work, payment terms, performance standards, and risk allocation, while incorporating specific Indonesian legal requirements such as language provisions and dispute resolution mechanisms. This type of agreement is particularly important for businesses operating in Indonesia's growing economy, where clear vendor relationships and compliance with local regulations are crucial for successful commercial operations.
Suggested Sections

1. Parties: Identification of the contracting parties, including full legal names, registration numbers, and addresses

2. Background: Context of the agreement and brief description of the business relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. Scope of Services/Goods: Detailed description of the goods or services to be provided by the vendor

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Payment Terms: Pricing, payment schedule, invoicing requirements, and currency specifications

7. Delivery and Performance: Timelines, delivery requirements, and performance standards

8. Quality Standards: Required quality levels and compliance with Indonesian standards

9. Warranties and Representations: Vendor's warranties regarding goods/services and legal compliance

10. Confidentiality: Protection of confidential information and trade secrets

11. Intellectual Property Rights: Ownership and usage rights of intellectual property

12. Liability and Indemnification: Limitation of liability and indemnification obligations

13. Termination: Grounds and procedures for contract termination

14. Force Majeure: Provisions for unforeseen circumstances and their handling

15. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms

16. Notices: Communication procedures and contact details

17. General Provisions: Standard boilerplate clauses including assignment, amendment, and severability

Optional Sections

1. Insurance: Required when vendor needs to maintain specific insurance coverage

2. Compliance with Anti-Corruption Laws: Required for high-value contracts or government-related work

3. Data Protection: Required when personal data processing is involved

4. Environmental Compliance: Required for vendors dealing with environmental-sensitive goods or services

5. Import/Export Compliance: Required for international vendors or cross-border transactions

6. Security Requirements: Required when vendor has access to sensitive systems or facilities

7. Business Continuity: Required for critical service providers

8. Subcontracting: Required when vendor may need to engage subcontractors

9. Training and Support: Required for complex technical products or services

10. Change Control: Required for long-term or complex service arrangements

Suggested Schedules

1. Schedule A - Scope of Work: Detailed specifications of goods/services, including technical requirements

2. Schedule B - Pricing and Payment Schedule: Detailed breakdown of prices, payment milestones, and commercial terms

3. Schedule C - Service Levels: Performance metrics, KPIs, and measurement methodology

4. Schedule D - Technical Specifications: Detailed technical requirements and standards

5. Schedule E - Compliance Requirements: Specific regulatory and compliance requirements

6. Schedule F - Key Personnel: List of key vendor personnel assigned to the contract

7. Appendix 1 - Required Documents: List of certificates, permits, and compliance documents

8. Appendix 2 - Form of Purchase Order: Standard format for purchase orders under the agreement

9. Appendix 3 - Change Request Form: Template for requesting and documenting changes

10. Appendix 4 - Acceptance Testing Procedures: Procedures for accepting deliverables

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

Manufacturing

Technology

Retail

Construction

Healthcare

Financial Services

Telecommunications

Energy

Mining

Agriculture

Logistics

Professional Services

Food and Beverage

Automotive

Education

Hospitality

Relevant Teams

Legal

Procurement

Finance

Operations

Supply Chain

Risk and Compliance

Commercial

Project Management

Vendor Management

Business Development

Relevant Roles

Procurement Manager

Legal Counsel

Contract Manager

Supply Chain Director

Chief Financial Officer

Operations Manager

Vendor Relations Manager

Compliance Officer

Risk Manager

Commercial Director

General Manager

Project Manager

Sourcing Specialist

Business Development Manager

Finance Director

Industries
Indonesian Civil Code (Kitab Undang-undang Hukum Perdata): The fundamental law governing contracts in Indonesia, covering formation, validity, and enforcement of contracts, including basic principles of agreement, capacity, and performance obligations
Law No. 7 of 2014 on Trade: Regulates trading activities in Indonesia, including domestic and international trade, and sets requirements for business operations and commercial relationships
Law No. 8 of 1999 on Consumer Protection: Provides framework for consumer protection and business obligations, relevant when the vendor contract involves goods or services for end consumers
Government Regulation No. 80 of 2019: Regulates e-commerce and digital business activities, important for contracts involving online services or digital transactions
Law No. 13 of 2003 on Manpower: Relevant if the vendor contract involves outsourcing or the provision of workforce-related services
Law No. 20 of 2008 on Micro, Small and Medium Enterprises: Provides specific regulations and requirements for contracts involving SMEs as vendors
Law No. 24 of 2019 on Creative Economy: Relevant for contracts involving creative services or intellectual property rights
Law No. 11 of 2008 on Electronic Information and Transactions (ITE Law): Governs electronic transactions and digital signatures, crucial for modern business contracts
Government Regulation No. 71 of 2019: Implements the Electronic Systems and Transactions regulation, important for digital aspects of vendor contracts
Law No. 25 of 2007 on Investment: Relevant for vendor contracts involving foreign investment or international business relationships
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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