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1. Parties: Identification of the service provider and client, including registration details and addresses as required by Indonesian law
2. Background: Context of the agreement and brief description of the professional services to be provided
3. Definitions: Key terms used throughout the agreement, including specific Indonesian legal and regulatory terms
4. Scope of Services: Detailed description of the professional services to be provided, including deliverables and performance standards
5. Term: Duration of the agreement, including commencement date and any renewal provisions
6. Fees and Payment: Payment terms, including fee structure, invoicing requirements, and tax considerations under Indonesian law
7. Obligations of Service Provider: Key responsibilities and commitments of the service provider, including compliance with Indonesian professional standards
8. Obligations of Client: Client's responsibilities, including provision of information and access required for service delivery
9. Representations and Warranties: Standard warranties and representations from both parties, including professional qualifications and regulatory compliance
10. Intellectual Property: Ownership and usage rights of intellectual property created during service provision
11. Confidentiality: Protection of confidential information and trade secrets
12. Liability and Indemnification: Limitation of liability and indemnification provisions compliant with Indonesian law
13. Termination: Grounds and procedures for contract termination, including notice requirements
14. Force Majeure: Provisions for unforeseen circumstances preventing performance
15. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution procedures
16. General Provisions: Standard boilerplate clauses including notices, amendments, and language requirements under Law No. 24 of 2009
1. Regulatory Compliance: Required when services are in regulated industries or require specific licenses under Indonesian law
2. Data Protection: Required when personal data processing is involved in service delivery
3. Anti-Corruption: Recommended when dealing with government entities or high-value contracts
4. Insurance: Required when services involve significant risks or professional liability insurance is standard
5. Non-Competition: Optional restriction on service provider's activities with competitors
6. Assignment and Subcontracting: Required when either party may need to transfer rights or engage subcontractors
7. Change Control: Recommended for complex or long-term service arrangements
8. Service Levels: Required when specific performance metrics need to be maintained
9. Foreign Investment Compliance: Required when service provider is a foreign entity
1. Schedule 1 - Scope of Services: Detailed breakdown of services, deliverables, and timelines
2. Schedule 2 - Fee Schedule: Detailed pricing, payment terms, and expenses
3. Schedule 3 - Service Levels: Performance metrics and measurement criteria
4. Schedule 4 - Key Personnel: List of key team members and their roles
5. Schedule 5 - Required Documentation: List of permits, licenses, and certifications required under Indonesian law
6. Schedule 6 - Client Materials and Resources: Resources and information to be provided by the client
7. Appendix A - Form of Invoice: Standard invoice format meeting Indonesian tax requirements
8. Appendix B - Change Request Form: Template for requesting and documenting changes to services
9. Appendix C - Compliance Certificates: Copies of required professional certifications and licenses
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