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Preliminary Partnership Agreement for Indonesia

Preliminary Partnership Agreement Template for Indonesia

This document serves as a preliminary agreement between parties intending to form a business partnership in Indonesia, governed by Indonesian law. It establishes the framework for negotiating a definitive partnership agreement while protecting both parties' interests during the negotiation phase. The agreement includes provisions for confidentiality, due diligence, good faith negotiations, and outlines the proposed structure of the final partnership, all while ensuring compliance with Indonesian partnership laws, investment regulations, and the Civil Code (KUHPerdata). It provides a balanced approach to managing expectations and responsibilities during the preliminary phase of partnership formation.

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What is a Preliminary Partnership Agreement?

The Preliminary Partnership Agreement is a crucial document used in the initial stages of establishing business partnerships in Indonesia. It serves as a stepping stone toward a definitive partnership agreement, providing a structured framework for negotiations while protecting both parties' interests. This document is particularly important in the Indonesian business context, where partnerships often involve complex regulatory requirements, especially when foreign investment is involved. The agreement typically includes provisions for confidentiality, due diligence processes, and good faith negotiations, while clearly distinguishing between binding and non-binding commitments. It helps parties navigate Indonesian partnership laws and investment regulations while maintaining flexibility to address specific business needs and regulatory requirements during the negotiation phase.

What sections should be included in a Preliminary Partnership Agreement?

1. Parties: Identification and details of the parties entering into the preliminary partnership agreement

2. Background: Context of the proposed partnership and reasons for entering into the preliminary agreement

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

4. Purpose and Scope: Overview of the intended partnership and its preliminary nature

5. Duration: Term of the preliminary agreement and conditions for extension or termination

6. Good Faith Negotiations: Commitment to negotiate the final partnership agreement in good faith

7. Confidentiality: Protection of confidential information exchanged during negotiations

8. Proposed Partnership Structure: Outline of the intended partnership structure and key commercial terms

9. Due Diligence: Framework for conducting due diligence investigations

10. Costs and Expenses: Allocation of costs during the preliminary phase

11. Binding and Non-binding Provisions: Clear identification of which provisions are legally binding

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

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

1. Exclusivity: Provisions preventing parties from negotiating with other potential partners during the preliminary phase

2. Regulatory Compliance: Specific compliance requirements if the partnership involves regulated industries

3. Intellectual Property Rights: Protection of IP during the preliminary phase, used when significant IP will be shared

4. Break Fee: Compensation provisions if one party withdraws from negotiations, used in high-value partnerships

5. Public Announcements: Rules for making public statements about the potential partnership, important for listed companies

6. Force Majeure: Provisions for unforeseen circumstances affecting the preliminary agreement

7. Local Partner Requirements: Specific provisions required for partnerships involving foreign investors under Indonesian law

What schedules should be included in a Preliminary Partnership Agreement?

1. Schedule 1 - Key Commercial Terms: Outline of primary commercial terms to be included in the final partnership agreement

2. Schedule 2 - Timeline: Proposed timeline for negotiations, due diligence, and completion of final agreement

3. Schedule 3 - Due Diligence Requirements: List of required documents and information for due diligence

4. Schedule 4 - Authorized Representatives: List of authorized representatives from each party for negotiations

5. Appendix A - Proposed Business Plan: Initial outline of the proposed partnership's business plan

6. Appendix B - Regulatory Requirements: List of required regulatory approvals and licenses for the partnership

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 | Serial Founder & Legal AI Author

Jurisdiction

Indonesia

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions















































Clauses

































Relevant Industries

Manufacturing

Technology and Digital Services

Natural Resources and Mining

Infrastructure Development

Agriculture and Plantation

Financial Services

Retail and Consumer Goods

Healthcare and Pharmaceuticals

Education and Training

Energy and Utilities

Transportation and Logistics

Tourism and Hospitality

Relevant Teams

Legal

Business Development

Corporate Affairs

Finance

Compliance

Strategy

Commercial

Operations

Investment

Risk Management

International Relations

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Managing Director

Business Development Director

Chief Legal Officer

Legal Counsel

Corporate Secretary

Chief Financial Officer

Partnership Manager

Investment Director

Commercial Director

Head of Strategy

Compliance Officer

Chief Operating Officer

Regional Director

General Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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