A Pre Agreement Contract is essential in Indonesian business transactions where parties need to formalize their intention to enter into negotiations while establishing clear guidelines and protections. This document is typically used before entering into major transactions such as mergers, acquisitions, joint ventures, or significant commercial arrangements. It serves as a crucial first step in complex business relationships, providing a structured framework for negotiations while ensuring compliance with Indonesian law. The document includes provisions for confidentiality, exclusivity (if applicable), due diligence procedures, and preliminary terms of the proposed transaction. Under Indonesian legal framework, particularly the Civil Code (KUHPer), certain provisions of the Pre Agreement Contract can be made binding while keeping the main commercial terms subject to further negotiation.
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1. Parties: Identification and details of all parties entering into the pre-agreement contract
2. Background: Context of the proposed transaction or relationship, including the purpose of entering into the pre-agreement
3. Definitions: Key terms used throughout the document and their specific meanings
4. Purpose and Scope: Clear statement of the intended purpose of the pre-agreement and its scope
5. Duration: Timeline for the pre-agreement, including commencement and termination dates
6. Confidentiality Obligations: Terms regarding the handling and protection of confidential information exchanged during negotiations
7. Good Faith Negotiations: Commitment to negotiate in good faith and the general principles governing the negotiation process
8. Costs and Expenses: Allocation of costs incurred during the preliminary phase
9. Binding and Non-Binding Provisions: Clear distinction between which provisions are legally binding and which are not
10. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for dispute resolution
1. Exclusivity: Terms preventing parties from negotiating with other parties during the pre-agreement period
2. Due Diligence: Framework for conducting due diligence investigations and information sharing
3. Break Fee: Provisions for compensation if one party withdraws from negotiations under specific circumstances
4. Intellectual Property Protection: Safeguards for intellectual property disclosed during negotiations
5. Representatives and Authority: Designation of authorized representatives for negotiations
6. Publicity and Announcements: Rules regarding public statements about the negotiations
7. Force Majeure: Provisions for unforeseen circumstances that might affect the pre-agreement process
1. Schedule 1 - Timeline: Detailed timeline for negotiations, due diligence, and key milestones
2. Schedule 2 - Confidential Information: Specific list of information deemed confidential under the agreement
3. Schedule 3 - Authorized Representatives: List of authorized representatives and their contact details
4. Schedule 4 - Required Approvals: List of necessary regulatory or corporate approvals needed
5. Appendix A - Term Sheet: Preliminary terms of the proposed final agreement
6. Appendix B - Due Diligence Requirements: Detailed list of required due diligence materials and processes
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Real Estate
Mining and Resources
Technology
Financial Services
Infrastructure Development
Agriculture
Retail
Energy
Telecommunications
Healthcare
Transportation and Logistics
Construction
Hospitality and Tourism
Relevant Teams
Legal
Corporate Development
Business Development
Finance
Compliance
Executive Leadership
Mergers & Acquisitions
Commercial Operations
Project Management
Risk Management
Relevant Roles
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Corporate Lawyer
Business Development Manager
Chief Financial Officer
Investment Manager
Managing Director
Commercial Director
Head of Mergers & Acquisitions
Contract Manager
Compliance Officer
Corporate Secretary
Business Unit Director
Project Manager
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