The Provisional Agreement for Sale and Purchase is a crucial document in Indonesian commercial transactions, used when parties have reached preliminary understanding but require a formal framework while finalizing deal terms and conducting due diligence. This document type is particularly important in Indonesia's business environment, where regulatory approvals and detailed due diligence are often necessary before finalizing transactions. It provides legal protection under Indonesian law during the interim period, typically including provisions for deposit protection, exclusivity, and specific timelines for completion. The agreement is commonly used in various transactions, from property deals to business acquisitions, and must comply with Indonesian Civil Code requirements while accommodating sector-specific regulations and foreign investment rules where applicable.
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1. Parties: Identification and details of the seller and purchaser, including registration numbers for companies
2. Background: Context of the transaction and relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Sale: Detailed description of the goods/property being sold
5. Provisional Purchase Price: Agreed preliminary price and payment terms
6. Deposit Terms: Amount, payment schedule, and conditions for deposit
7. Due Diligence: Rights and procedures for buyer's investigation of the subject matter
8. Conditions Precedent: Conditions that must be satisfied before proceeding to final agreement
9. Timeline to Final Agreement: Schedule and deadlines for completing the final sale agreement
10. Representations and Warranties: Preliminary declarations about the subject matter and parties' capacity
11. Confidentiality: Obligations regarding confidential information exchanged during the provisional period
12. Exclusivity: Seller's commitment not to negotiate with other parties during the provisional period
13. Termination: Circumstances under which the provisional agreement can be terminated
14. Governing Law and Jurisdiction: Specification of Indonesian law and chosen jurisdiction for disputes
15. Language: Specification of controlling language version if bilingual
1. Foreign Investment Provisions: Required when one party is a foreign entity, addressing compliance with Indonesian investment laws
2. Broker/Agent Provisions: Include when transaction involves intermediaries
3. Environmental Compliance: Required for transactions involving industrial property or environmentally sensitive assets
4. Intellectual Property: Include when the sale involves trademarks, patents, or other IP rights
5. Employee Matters: Required when the sale involves transfer of employees or labor considerations
6. Tax Structure: Include when special tax arrangements are part of the transaction
7. Force Majeure: Optional broader protection against unforeseen events during the provisional period
8. Parent Company Guarantee: Include when additional security is required from a parent company
1. Schedule A - Description of Subject Matter: Detailed technical specifications or property description
2. Schedule B - Payment Schedule: Breakdown of deposit and other payment milestones
3. Schedule C - Due Diligence Requirements: Checklist of required documents and investigations
4. Schedule D - Timeline: Detailed timeline with specific deadlines and milestones
5. Schedule E - Required Approvals: List of regulatory or third-party approvals needed
6. Appendix 1 - Corporate Documents: Copies of relevant corporate authorizations and registrations
7. Appendix 2 - Property Documents: Relevant certificates, permits, and property documentation
8. Appendix 3 - Form of Final Agreement: Draft or outline of the intended final sale and purchase agreement
Authors
Relevant legal definitions
Clauses
Relevant Industries
Real Estate
Manufacturing
Retail
Mining
Agriculture
Technology
Construction
Industrial
Consumer Goods
Energy
Infrastructure
Hospitality
Trading
Professional Services
Relevant Teams
Legal
Finance
Commercial
Business Development
Procurement
Risk & Compliance
Operations
Corporate Secretariat
Real Estate
Investment
Asset Management
International Business
Strategy
Due Diligence
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Commercial Director
Business Development Manager
Investment Manager
Property Manager
Procurement Manager
Corporate Secretary
Finance Director
Operations Director
Risk Manager
Compliance Officer
Transaction Manager
Real Estate Manager
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Contract Administrator
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