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The MoU for Joint Venture is a crucial preliminary document used when two or more parties intend to establish a joint business venture in Indonesia. This document serves as a roadmap for the proposed partnership, outlining key commercial terms, responsibilities, and expectations while ensuring compliance with Indonesian investment laws and regulations. It is particularly important in the Indonesian context where foreign investment often requires careful structuring and compliance with local ownership requirements. The MoU typically precedes more detailed agreements and helps parties align their understanding on essential aspects such as capital structure, governance, and operational matters. While primarily non-binding, certain provisions like confidentiality and exclusivity are usually made binding to protect parties during negotiations. The document must consider specific Indonesian legal requirements, including language requirements under Law No. 24 of 2009 and investment restrictions under the Negative Investment List.

1. Parties: Identification of all parties entering into the MoU, including their legal names, registration numbers, and addresses

2. Background: Context of the proposed joint venture, including the parties' business activities and rationale for collaboration

3. Definitions: Key terms used throughout the MoU and their specific meanings

4. Purpose and Objectives: Clear statement of the joint venture's intended purpose and key objectives

5. Proposed Structure: Outline of the proposed joint venture structure, including ownership percentages and basic corporate governance

6. Capital Contribution: Preliminary agreement on capital contributions from each party, including form and timing

7. Key Responsibilities: Primary responsibilities and contributions of each party to the joint venture

8. Timeline: Proposed timeline for negotiation, due diligence, and execution of definitive agreements

9. Confidentiality: Obligations regarding confidential information shared during negotiations

10. Exclusivity: Terms preventing parties from negotiating with others during the MoU period

11. Costs and Expenses: Agreement on how costs related to negotiations and due diligence will be shared

12. Binding and Non-binding Provisions: Clear identification of which provisions are legally binding and which are not

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

14. Duration and Termination: Period of validity for the MoU and circumstances for termination