The Internal Partnership Agreement is a crucial legal document used to formalize business relationships between partners operating under Indonesian jurisdiction. This agreement is essential when two or more parties wish to establish a formal partnership structure while ensuring compliance with Indonesian legal requirements, particularly the Civil Code (KUHPerdata) and Commercial Code (KUHD). The document covers vital aspects such as capital contributions, profit-sharing arrangements, management responsibilities, and dispute resolution mechanisms. It's particularly relevant for businesses seeking to establish clear internal governance structures, whether they're starting a new venture or formalizing existing partnership arrangements. The agreement provides necessary legal protection and operational clarity while adhering to Indonesian partnership law requirements and business regulations.
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1. Parties: Identification and details of all partners entering into the agreement
2. Background: Context of the partnership formation and brief description of partners' intention to collaborate
3. Definitions: Definitions of key terms used throughout the agreement
4. Partnership Structure: Legal form of partnership, ownership percentages, and capital contributions
5. Purpose and Scope: Detailed description of partnership's business objectives and scope of activities
6. Capital Contributions: Detailed provisions regarding initial and ongoing capital contributions, including valuation of non-cash contributions
7. Profit and Loss Sharing: Framework for distribution of profits and allocation of losses
8. Management and Decision Making: Governance structure, voting rights, and decision-making processes
9. Rights and Obligations: Detailed responsibilities and rights of each partner
10. Banking and Financial Matters: Financial management procedures, banking arrangements, and accounting principles
11. Term and Termination: Duration of partnership and circumstances for termination
12. Dispute Resolution: Procedures for resolving disputes between partners
13. Governing Law: Confirmation of Indonesian law as governing law and jurisdiction
14. General Provisions: Standard clauses including notices, amendments, and severability
1. Non-Competition: Restrictions on partners engaging in competing businesses - include when partners have other business interests
2. Intellectual Property Rights: IP ownership and usage rights - include when partnership involves creation or use of intellectual property
3. Confidentiality: Protection of partnership's confidential information - include when sensitive business information is involved
4. Insurance: Requirements for business insurance - include when partnership has significant assets or operational risks
5. Employee Matters: Guidelines for hiring and managing employees - include when partnership will have employees
6. Third Party Rights: Rights of external parties - include when partnership has significant external relationships
7. Force Majeure: Provisions for unforeseen circumstances - include when business operations could be affected by external events
8. Assignment and Transfer: Rules for transferring partnership interests - include when partners might need flexibility to transfer their interests
1. Schedule 1 - Capital Contributions: Detailed breakdown of each partner's initial capital contributions
2. Schedule 2 - Profit Sharing Ratios: Specific percentages and calculations for profit distribution
3. Schedule 3 - Business Plan: Initial business plan and strategic objectives
4. Schedule 4 - Management Structure: Detailed organizational structure and management roles
5. Schedule 5 - Partner Information: Detailed information about each partner including contact details and representatives
6. Appendix A - Banking Arrangements: Details of partnership bank accounts and authorized signatories
7. Appendix B - Accounting Principles: Specific accounting policies and procedures to be followed
8. Appendix C - Partnership Assets: Inventory of partnership assets and their agreed values
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Professional Services
Retail
Construction
Agriculture
Food and Beverage
Healthcare
Education
Real Estate
Tourism and Hospitality
Financial Services
Creative Industries
Transportation and Logistics
Mining and Resources
Relevant Teams
Legal
Finance
Executive Leadership
Compliance
Risk Management
Business Development
Operations
Corporate Governance
Administrative
Strategy
Relevant Roles
Managing Director
Chief Executive Officer
Business Owner
Legal Counsel
Chief Financial Officer
Company Secretary
Business Development Manager
Partnership Manager
Operations Director
Risk Manager
Compliance Officer
General Manager
Finance Director
Board Member
Partner
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