The Preliminary Contract is a crucial document in Indonesian business transactions, used when parties have reached initial agreement on key terms but need time to negotiate and finalize a detailed definitive agreement. This document type is particularly important in Indonesia's business environment, where careful structuring of preliminary commitments is essential for complex transactions. The Preliminary Contract creates binding obligations under Indonesian law while maintaining flexibility for detailed negotiations, making it especially valuable in cross-border transactions, major commercial deals, and investment arrangements. It must comply with Indonesian Civil Code requirements and, when involving Indonesian parties, needs to address language requirements under Law No. 24 of 2009. The document typically precedes more comprehensive agreements and is often used in conjunction with due diligence processes.
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1. Parties: Identification of all parties including full legal names, addresses, and company registration details as required under Indonesian law
2. Background: Context of the preliminary agreement, including the parties' intentions and the contemplated main transaction
3. Definitions: Key terms used throughout the agreement, including distinction between this preliminary contract and the contemplated main agreement
4. Scope of Preliminary Agreement: Clear delineation of what is covered under this preliminary contract and its relationship to the main agreement
5. Duration and Timeline: Period of validity for the preliminary contract and key milestones for proceeding to the main agreement
6. Key Terms of Proposed Transaction: Essential elements of the contemplated main transaction that have been preliminarily agreed upon
7. Conditions Precedent: Conditions that must be satisfied before proceeding to the main agreement
8. Good Faith Negotiations: Obligations of parties to negotiate the main agreement in good faith
9. Confidentiality: Provisions regarding confidential information exchanged during preliminary negotiations
10. Costs and Expenses: Allocation of costs incurred during the preliminary phase
11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and choice of forum for dispute resolution
12. Execution: Signature blocks and formal execution requirements
1. Exclusivity: Used when parties agree not to negotiate with other parties during the preliminary phase
2. Break Fee: Include when parties agree on compensation if one party withdraws from negotiations
3. Due Diligence: Include when preliminary agreement involves due diligence process and access to information
4. Regulatory Approvals: Required when the contemplated transaction needs specific regulatory clearances
5. Force Majeure: Include when parties want to address potential extraordinary circumstances affecting the preliminary phase
6. Language Priority: Required when document is bilingual, establishing which language version prevails
1. Timeline Schedule: Detailed timeline of key dates and milestones for the preliminary phase
2. Term Sheet: Key commercial terms agreed in principle for the main agreement
3. Required Approvals: List of regulatory and corporate approvals needed
4. Due Diligence Requirements: List of documents and information to be provided for due diligence
5. Authorized Representatives: List of authorized representatives for each party during the preliminary phase
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Real Estate
Mining and Resources
Technology
Financial Services
Infrastructure
Retail and Consumer
Healthcare
Energy
Agriculture
Telecommunications
Professional Services
Transportation and Logistics
Relevant Teams
Legal
Business Development
Corporate Development
Executive Leadership
Finance
Risk and Compliance
Commercial Operations
Mergers and Acquisitions
Strategy
Corporate Secretariat
Relevant Roles
Chief Executive Officer
Managing Director
Chief Legal Officer
Legal Counsel
Business Development Director
Chief Financial Officer
Investment Manager
Corporate Secretary
Commercial Director
Head of Mergers and Acquisitions
Senior Contract Manager
Business Development Manager
Risk Manager
Compliance Officer
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