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Partnership Separation Agreement for Indonesia

Partnership Separation Agreement Template for Indonesia

A Partnership Separation Agreement under Indonesian law is a comprehensive legal document that formalizes the dissolution and separation of a business partnership. This agreement, governed by Indonesian Civil Code (KUHPerdata) and Commercial Code (KUHD), outlines the terms and conditions for separating business partners, including asset division, liability allocation, client distribution, and ongoing obligations. The document addresses crucial aspects such as financial settlements, confidentiality requirements, non-compete provisions, and dispute resolution mechanisms, all while ensuring compliance with Indonesian partnership and commercial laws. It serves as a legally binding framework for partners to achieve a clear and orderly separation of their business interests.

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What is a Partnership Separation Agreement?

The Partnership Separation Agreement is a critical document used when business partners decide to end their professional relationship and separate their business interests. This document becomes necessary when partners choose to dissolve their partnership due to various reasons such as retirement, diverging business objectives, personal circumstances, or strategic decisions. Under Indonesian law, particularly the Civil Code (KUHPerdata) and Commercial Code (KUHD), this agreement must address specific legal requirements for partnership dissolution while protecting all parties' interests. The document typically includes detailed provisions for asset division, liability allocation, client relationships, intellectual property rights, and ongoing obligations. It also ensures compliance with local tax regulations, employment laws, and business registration requirements. The Partnership Separation Agreement serves as both a roadmap for the separation process and a legally binding document that can prevent future disputes by clearly defining each party's rights and responsibilities during and after the separation.

What sections should be included in a Partnership Separation Agreement?

1. Parties: Identification and details of all partners involved in the separation agreement

2. Background: History of the partnership, reason for separation, and context of the agreement

3. Definitions: Defined terms used throughout the agreement

4. Effective Date of Separation: Specific date when the partnership separation takes effect

5. Division of Partnership Assets: Detailed terms for the distribution of partnership assets among partners

6. Assignment of Liabilities: Allocation of existing partnership debts and liabilities

7. Financial Settlement: Terms of financial settlements between partners, including any buyout arrangements

8. Client and Contract Treatment: Handling of existing clients, contracts, and business relationships

9. Confidentiality Obligations: Ongoing confidentiality requirements for all parties

10. Non-Compete and Non-Solicitation: Restrictions on competitive activities and client/employee solicitation

11. Partnership Name and Branding: Agreement on the use of partnership name, trademarks, and branding post-separation

12. Mutual Release: Release of claims between partners

13. Dispute Resolution: Process for resolving any disputes arising from the separation

14. Governing Law: Specification of Indonesian law as governing law and jurisdiction

15. General Provisions: Standard clauses including notices, amendments, and severability

What sections are optional to include in a Partnership Separation Agreement?

1. Intellectual Property Rights: Division and assignment of IP rights when the partnership owns significant IP assets

2. Employee Arrangements: Terms regarding the transfer or retention of employees when the partnership has staff

3. Tax Matters: Specific tax arrangements and obligations when complex tax implications exist

4. Insurance and Indemnification: Special insurance arrangements and indemnification terms for ongoing liabilities

5. Transition Services: Terms for providing transition support when one partner continues the business

6. International Operations: Specific provisions for international aspects when the partnership operates across borders

7. Real Estate: Specific provisions for handling real estate assets when applicable

8. Outstanding Legal Proceedings: Handling of any ongoing legal matters when applicable

What schedules should be included in a Partnership Separation Agreement?

1. Schedule A - Asset Inventory: Detailed list of all partnership assets and their agreed distribution

2. Schedule B - Liability List: Comprehensive list of all partnership liabilities and their allocation

3. Schedule C - Client List: List of clients and agreed allocation between partners

4. Schedule D - Financial Settlement Terms: Detailed financial calculations and payment terms

5. Schedule E - Intellectual Property Register: List of all IP assets and their disposition

6. Schedule F - Employee Transfer List: Details of employee arrangements and transfers if applicable

7. Schedule G - Ongoing Contracts: List of contracts and their treatment post-separation

8. Appendix 1 - Partnership Dissolution Notice: Official notice of partnership dissolution

9. Appendix 2 - Valuation Reports: Independent valuation reports for significant assets

10. Appendix 3 - Tax Clearance Certificates: Relevant tax clearances and certificates

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

Jurisdiction

Indonesia

Publisher

Genie AI

Cost

Free to use

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