The Third Party Vendor Contract serves as a crucial legal framework for businesses operating in Indonesia to establish and manage relationships with their suppliers and service providers. This document is essential for companies seeking to formalize commercial arrangements while ensuring compliance with Indonesian regulations, including the Civil Code (KUHPerdata), Law No. 7 of 2014 on Trade, and relevant sector-specific requirements. It is particularly important in the context of Indonesia's growing economy and increasing international business relationships, where clear contractual terms and robust risk management are essential. The contract typically covers comprehensive operational terms, compliance requirements, risk allocation, and specific provisions mandated by Indonesian law, making it suitable for both domestic and international vendor relationships while protecting the interests of all parties involved.
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1. Parties: Identification and details of the contracting parties, including their legal status and registration information
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: Detailed description of services or goods to be provided by the vendor
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Payment Terms: Pricing, payment schedule, invoicing requirements, and payment methods
7. Service Levels: Performance standards, KPIs, and quality requirements
8. Vendor Obligations: Key responsibilities and commitments of the vendor
9. Client Obligations: Key responsibilities and commitments of the client
10. Compliance: Regulatory compliance requirements and applicable laws
11. Confidentiality: Protection and handling of confidential information
12. Intellectual Property: Ownership and usage rights of IP created or used during the engagement
13. Data Protection: Requirements for handling personal and business data
14. Liability and Indemnification: Allocation of risks and responsibilities for damages
15. Termination: Grounds and process for contract termination
16. Force Majeure: Provisions for unforeseen circumstances and their handling
17. Dispute Resolution: Process for resolving disagreements and applicable jurisdiction
18. General Provisions: Standard legal clauses including notices, amendments, and assignment
1. Insurance: Required when specific insurance coverage needs to be maintained by the vendor
2. Security Requirements: Necessary for vendors handling sensitive information or accessing client systems
3. Business Continuity: Required for critical service providers or high-dependency relationships
4. Environmental Compliance: Important for vendors whose services have environmental implications
5. Anti-Corruption: Particularly relevant for international vendors or high-value contracts
6. Subcontracting: Needed when vendor may need to engage subcontractors
7. Export Control: Required for international vendors or contracts involving controlled goods/services
8. Local Content Requirements: Relevant for contracts subject to Indonesian local content regulations
9. Change Control: Important for long-term or complex service arrangements
10. Personnel Requirements: Necessary when vendor staff will work on-site or in close collaboration with client
1. Schedule A - Service Specifications: Detailed technical specifications of services or goods
2. Schedule B - Pricing and Payment Schedule: Detailed breakdown of costs, fees, and payment terms
3. Schedule C - Service Level Agreement: Detailed performance metrics and measurement criteria
4. Schedule D - Key Personnel: List of key vendor staff and their roles
5. Schedule E - Compliance Requirements: Specific regulatory and compliance obligations
6. Schedule F - Technical Requirements: Technical standards and specifications
7. Schedule G - Security Standards: Information security requirements and protocols
8. Appendix 1 - Form of Change Order: Template for documenting changes to services or terms
9. Appendix 2 - Reporting Ƶ: Standard formats for required reports and documentation
10. Appendix 3 - Contact Details: Key contact information for both parties
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