The Master Fee Agreement is designed for use in Indonesian business contexts where parties need to establish a comprehensive framework for ongoing fee-based services. It is particularly relevant when organizations engage in regular service arrangements requiring structured fee payments and clear payment terms. The agreement ensures compliance with Indonesian regulations, including Law No. 7 of 2011 on Currency, Bank Indonesia regulations on Rupiah usage, and relevant tax provisions. This document type is essential for businesses operating in Indonesia that need to formalize their fee arrangements while maintaining flexibility for specific service requirements through supplementary schedules or work orders. The Master Fee Agreement serves as an umbrella agreement that can accommodate various service types while providing consistent terms for fee calculation, invoicing, and payment processing.
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1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and business relationship
3. Definitions and Interpretation: Key terms and interpretation rules
4. Scope of Services: Overview of services subject to fee arrangement
5. Fee Structure: Basic principles of fee calculation and types of fees
6. Payment Terms: Payment timing, method, and currency requirements (including compliance with Indonesian Rupiah requirements)
7. Invoicing Requirements: Invoice format, submission process, and required documentation
8. Tax Provisions: Tax obligations, withholding requirements, and compliance with Indonesian tax regulations
9. Term and Termination: Duration of agreement and termination provisions
10. Confidentiality: Protection of confidential information and trade secrets
11. Dispute Resolution: Resolution process and jurisdiction under Indonesian law
12. Force Majeure: Provisions for unforeseen circumstances affecting performance
13. General Provisions: Standard boilerplate clauses adapted for Indonesian law
1. Currency Exchange: Include when parties are international and currency conversion is needed
2. Performance Metrics: Include when fees are tied to performance or service levels
3. Audit Rights: Include for complex fee arrangements requiring verification
4. Electronic Payment Provisions: Include when electronic payment systems are used
5. Group Company Provisions: Include when agreement covers multiple related entities
6. Regulatory Compliance: Include specific section when dealing with regulated industries
7. Intellectual Property: Include when services involve IP creation or licensing
1. Schedule 1 - Fee Calculation Methodology: Detailed explanation of how fees are calculated
2. Schedule 2 - Service Level Requirements: Specific service standards and related fee adjustments
3. Schedule 3 - Invoice Format and Requirements: Template and specifications for invoicing
4. Schedule 4 - Authorized Representatives: List of persons authorized to approve fees/invoices
5. Schedule 5 - Rate Card: Standard rates for different types of services
6. Appendix A - Required Documentation: List of documents required for fee processing
7. Appendix B - Performance Metrics: Detailed KPIs and measurement methods
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