The Standard Vendor Agreement serves as a foundational document for establishing and managing vendor relationships in Indonesia. This agreement is essential for companies operating in Indonesia that engage external vendors for goods or services, ensuring compliance with Indonesian law including the Civil Code (Kitab Undang-undang Hukum Perdata) and Law No. 7 of 2014 on Trade. The document typically includes comprehensive terms covering service scope, payment conditions, delivery requirements, warranties, and dispute resolution mechanisms. It is designed to protect both parties' interests while maintaining flexibility for various types of vendor relationships. The Standard Vendor Agreement is particularly important in the Indonesian business context, where clear contractual terms and regulatory compliance are crucial for successful business relationships and risk management.
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1. Parties: Identification of the contracting parties with full legal names, registration numbers, and addresses
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services/Goods: Detailed description of the goods or services to be provided by the vendor
5. Term and Termination: Duration of the agreement and conditions for termination
6. Payment Terms: Pricing, payment schedule, invoicing requirements, and payment methods
7. Delivery and Acceptance: Terms for delivery, inspection, and acceptance of goods/services
8. Warranties and Representations: Vendor's warranties regarding goods/services and general business warranties
9. Confidentiality: Obligations regarding confidential information protection
10. Intellectual Property Rights: Ownership and licensing of intellectual property
11. Indemnification: Mutual indemnification obligations and process
12. Liability Limitations: Limitations on liability and exclusions
13. Force Majeure: Provisions for unforeseen circumstances preventing performance
14. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Compliance with Anti-Corruption Laws: Required when dealing with government contracts or high-value transactions
2. Insurance Requirements: Include when vendor's services involve significant risks or on-site work
3. Data Protection: Required when personal data processing is involved
4. Service Levels: Include for ongoing service provisions with specific performance requirements
5. Business Continuity: Important for critical vendors or long-term relationships
6. Environmental Compliance: Required for vendors in industries with environmental impact
7. Subcontracting: Include when vendor may need to subcontract services
8. Export Control: Required for international trade or technology transfer
9. Change Control: Include for complex or long-term service arrangements
1. Schedule 1 - Scope of Work: Detailed specifications of goods/services, deliverables, and technical requirements
2. Schedule 2 - Pricing and Payment Schedule: Detailed pricing breakdown, payment milestones, and rate cards
3. Schedule 3 - Service Levels and KPIs: Performance metrics, measurement methods, and remedies for non-performance
4. Schedule 4 - Contact Details and Escalation Matrix: Key personnel and communication protocols
5. Schedule 5 - Technical Specifications: Detailed technical requirements and standards
6. Appendix A - Required Forms and Templates: Standard forms for ordering, reporting, or other operational processes
7. Appendix B - Compliance Requirements: Specific regulatory or policy requirements applicable to the vendor
8. Appendix C - Insurance Requirements: Detailed insurance coverage requirements and certificates
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