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The Professional Services Retainer Agreement is designed for use in Indonesia when establishing ongoing professional service relationships where regular access to expertise is required. This document is particularly relevant when clients need consistent access to professional services without executing separate agreements for each engagement. The agreement complies with Indonesian legal requirements, including the Civil Code and Law No. 24 of 2009 regarding language requirements. It typically includes comprehensive terms covering service scope, retainer fees, performance standards, intellectual property rights, and confidentiality provisions. The document is structured to protect both service provider and client interests while maintaining flexibility for various professional service arrangements. It's commonly used by consulting firms, legal practices, accounting firms, and other professional service providers operating in Indonesia who provide ongoing services to their clients.

1. Parties: Identification of the service provider and client, including their complete legal names, addresses, and company registration details

2. Background: Context of the agreement, nature of the professional services, and general intent of the parties

3. Definitions: Key terms used throughout the agreement, including 'Services', 'Retainer Fee', 'Service Period', and other relevant terminology

4. Appointment: Formal appointment of the service provider and confirmation of their acceptance

5. Scope of Services: Detailed description of the professional services to be provided under the retainer arrangement

6. Term and Renewal: Duration of the agreement, commencement date, and renewal provisions

7. Retainer Fee and Payment Terms: Amount of retainer fee, payment schedule, invoicing process, and any additional charges

8. Service Provider's Obligations: Key responsibilities, performance standards, and deliverables expected from the service provider

9. Client's Obligations: Client's responsibilities, including providing necessary information and access

10. Intellectual Property Rights: Ownership and rights related to work products and pre-existing materials

11. Confidentiality: Protection of confidential information and trade secrets

12. Representation and Warranties: Standard warranties regarding capacity, authority, and quality of services

13. Liability and Indemnification: Limitation of liability and mutual indemnification provisions

14. Termination: Grounds for termination, notice requirements, and consequences of termination

15. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

16. General Provisions: Standard boilerplate clauses including notices, amendment process, and severability