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Disclosure Letter for Indonesia

Disclosure Letter Template for Indonesia

A Disclosure Letter under Indonesian law is a formal document used to make specific disclosures in relation to warranties, representations, or other statements made in a principal agreement. It serves as a critical risk allocation tool in Indonesian corporate transactions, allowing the disclosing party to qualify their warranties and protect themselves against potential breach claims. The document must comply with Indonesian civil law requirements and relevant sector-specific regulations, particularly concerning confidentiality and data protection. It typically includes detailed schedules of exceptions and qualifications to warranties given in the main agreement, along with supporting documentation and evidence.

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What is a Disclosure Letter?

A Disclosure Letter is a crucial document in Indonesian business transactions, particularly in mergers and acquisitions, investment deals, and significant commercial contracts. It serves as a companion document to a principal agreement, allowing the disclosing party to provide detailed information about exceptions or qualifications to their warranties or representations. Under Indonesian law, the Disclosure Letter must be carefully drafted to ensure it provides adequate protection while complying with local legal requirements, including the Indonesian Civil Code and relevant sector-specific regulations. The document typically contains both general and specific disclosures, often supported by extensive schedules and appendices containing detailed information about the company's affairs, potential liabilities, or other material matters that need to be brought to the receiving party's attention.

What sections should be included in a Disclosure Letter?

1. Letter Date and Reference: The formal date of the disclosure letter and any reference numbers

2. Addressee Details: Full details of the recipient including name, position, and company details

3. Subject Line: Clear identification of the document as a Disclosure Letter and reference to the main agreement or context

4. Introduction: Brief introduction identifying the context and purpose of the disclosure letter

5. Reference to Main Agreement: Specific reference to the agreement or context under which disclosures are being made

6. Disclosure Statements: General statements about the nature and extent of disclosures being made

7. Basis of Disclosure: Explanation of how disclosures are made and their organization in the schedules

8. Confirmation of Accuracy: Statement confirming the accuracy and completeness of disclosures

9. Closing and Signature Block: Formal closing, signature, and details of the disclosing party

What sections are optional to include in a Disclosure Letter?

1. Limitations on Liability: Optional section for when specific limitations on the liability arising from the disclosures need to be stated

2. Confidentiality Statement: Required when disclosed information is particularly sensitive or when not already covered by a separate confidentiality agreement

3. Updates and Further Disclosure: Used when there may be a need for subsequent updates to the disclosures

4. Regulatory Compliance Statement: Required when disclosures are made to comply with specific regulatory requirements

5. Group Company References: Needed when disclosures relate to multiple entities within a corporate group

What schedules should be included in a Disclosure Letter?

1. Schedule 1 - General Disclosures: Contains general disclosures that apply across all warranties or requirements

2. Schedule 2 - Specific Warranty Disclosures: Detailed disclosures against specific warranties, organized by warranty number or category

3. Schedule 3 - Material Contracts: List and details of material contracts being disclosed

4. Schedule 4 - Corporate Information: Corporate and organizational information being disclosed

5. Schedule 5 - Property and Assets: Details of property, assets, and related matters being disclosed

6. Schedule 6 - Intellectual Property: Details of intellectual property rights and related matters

7. Appendix A - Supporting Documents: Copies of key documents referenced in the disclosures

8. Appendix B - Data Room Index: Index of documents made available in data room (if applicable)

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Indonesia

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions




































Clauses




















Relevant Industries

Banking & Finance

Manufacturing

Technology

Real Estate

Energy & Resources

Healthcare

Retail & Consumer

Infrastructure

Telecommunications

Professional Services

Education

Agriculture

Mining

Construction

Transportation & Logistics

Relevant Teams

Legal

Compliance

Corporate Secretariat

Finance

Risk Management

Corporate Affairs

Business Development

Operations

Executive Management

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Secretary

Compliance Officer

Risk Manager

Transaction Manager

Due Diligence Manager

Corporate Lawyer

Legal Counsel

Finance Director

Business Development Director

Company Director

Head of Legal

Head of Compliance

Senior Legal Manager

Corporate Affairs Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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