A Supplemental Agreement is essential when parties need to modify an existing contractual arrangement without completely restating or replacing the original agreement. Under Indonesian law, this document type is commonly used when business relationships evolve, requiring amendments to commercial terms, scope, duration, or other key provisions. The Supplemental Agreement must be drafted in compliance with Indonesian legal requirements, including language requirements under Law No. 24 of 2009 and corporate authority requirements under Law No. 40 of 2007. It typically includes specific references to the original agreement, clearly articulated modifications, and confirmatory language about unchanged provisions. This document type is particularly important in Indonesia's dynamic business environment where regulatory changes and evolving business relationships often necessitate contract modifications.
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1. Parties: Identification of all parties to the supplemental agreement (must match or be successors to the original agreement parties)
2. Background: Reference to the original agreement, reason for supplementation, and confirmation of parties' authority to modify
3. Definitions: Key terms used in the supplemental agreement, including reference to original agreement definitions that remain applicable
4. Reference to Original Agreement: Specific identification of the original agreement being modified, including date and parties
5. Amendments: Detailed description of modifications, additions, or deletions to the original agreement, with specific reference to affected clauses
6. Continued Effect: Confirmation that unmodified provisions of the original agreement remain in full force and effect
7. Effective Date: Specification of when the supplemental agreement takes effect
8. Governing Law: Confirmation of Indonesian law as governing law (typically matching original agreement)
9. Execution: Signature blocks and execution formalities compliant with Indonesian law
1. Integration Clause: Used when multiple supplemental agreements exist to establish precedence and relationship between various modifications
2. Representations and Warranties: Include when new representations are needed specific to the supplemental changes
3. Conditions Precedent: Required when the effectiveness of modifications depends on certain conditions being met
4. Language Declaration: Required when document is bilingual, stating both versions are equally binding as per Law No. 24 of 2009
5. Regulatory Compliance: Include when modifications require specific regulatory approvals or notifications
6. Third Party Consents: Include when modifications require approval from parties not signing the supplemental agreement
1. Schedule of Amendments: Detailed table showing original clause text and amended clause text in parallel
2. Updated Commercial Terms: If commercial terms are being modified, detailed breakdown of new terms
3. Consent Letters: Copies of third-party consents or regulatory approvals required for the modifications
4. Amended Corporate Documents: Any corporate authorizations or updated documents necessary for the modifications
5. Comparison Version: Redlined version showing changes between original and supplemental agreement provisions
Authors
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology and Software
Financial Services
Energy and Resources
Infrastructure
Telecommunications
Real Estate and Property
Healthcare
Retail and Consumer Goods
Agriculture and Commodities
Transportation and Logistics
Mining
Education
Professional Services
Relevant Teams
Legal
Commercial
Contract Management
Compliance
Corporate Secretariat
Business Development
Operations
Finance
Risk Management
Procurement
Project Management
Relevant Roles
Legal Counsel
Contract Manager
Business Development Manager
Corporate Secretary
Chief Legal Officer
Commercial Director
Compliance Officer
Project Manager
Account Manager
Operations Director
Chief Financial Officer
Risk Manager
Procurement Manager
General Manager
Country Manager
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