The Preliminary Agreement is a crucial document used in Indonesian business transactions to establish the groundwork for negotiations and potential future relationships between parties. It is particularly relevant when parties need to exchange confidential information, conduct due diligence, or establish exclusive negotiating arrangements before entering into a definitive agreement. This document, while generally non-binding except for specific provisions like confidentiality and exclusivity, must comply with Indonesian law, particularly the Civil Code (KUHPerdata) and relevant commercial regulations. It serves as a roadmap for negotiations, outlining key terms, timeframes, and responsibilities while protecting both parties' interests during the preliminary phase of their business relationship.
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1. Parties: Identification and details of all parties entering into the preliminary agreement
2. Background: Context of the proposed transaction or relationship, including the parties' intentions and current status of discussions
3. Definitions: Key terms used throughout the agreement
4. Purpose and Scope: Clear statement of the preliminary agreement's objectives and extent
5. Duration and Term: Period during which the preliminary agreement will be effective
6. Confidentiality: Obligations regarding confidential information exchanged during discussions
7. Non-Binding Nature: Clear statement that the agreement is preliminary and non-binding, except for specified provisions
8. Exclusivity: Whether parties are restricted from engaging in similar discussions with third parties
9. Costs and Expenses: How costs associated with negotiations and due diligence will be handled
10. Governing Law: Specification of Indonesian law as the governing law
11. Notices: How formal communications between parties should be made
12. Termination: Circumstances and process for ending the preliminary agreement
1. Due Diligence: Framework for conducting due diligence investigations, used when detailed examination of business assets or operations is required
2. Binding Provisions: Specific provisions that are intended to be legally binding, used when certain commitments need to be enforceable
3. Break Fee: Compensation payable if one party terminates negotiations, used in high-value transactions
4. Intellectual Property: Protection of IP rights during negotiations, used when sensitive technical or proprietary information will be shared
5. Public Announcements: Rules for making public statements about the negotiations, used for sensitive or high-profile deals
6. Foreign Investment Provisions: Specific considerations for foreign investors, used when international parties are involved
1. Timeline: Proposed schedule for negotiations and key milestones
2. Information Requirements: List of documents and information to be exchanged
3. Authorized Representatives: List of individuals authorized to conduct negotiations
4. Confidential Information: Specific description of what constitutes confidential information
5. Term Sheet: Basic terms and conditions of the proposed final agreement
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Manufacturing
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Energy and Resources
Financial Services
Infrastructure
Healthcare
Retail and Consumer
Agriculture
Transportation and Logistics
Telecommunications
Professional Services
Relevant Teams
Legal
Corporate Development
Finance
Executive Leadership
Business Development
Strategy
Operations
Risk and Compliance
Commercial
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Legal Counsel
Chief Financial Officer
Corporate Secretary
Investment Manager
Head of Strategy
Commercial Director
Operations Director
Risk Manager
Compliance Officer
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