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1. Parties: Identification of the main contractor and subcontractor, including their complete legal names, registration numbers, and addresses
2. Background: Context of the agreement, relationship between parties, and general purpose of the exclusive subcontracting arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including specific industry terminology and legal concepts
4. Scope of Services: Detailed description of services to be provided, including exclusivity provisions and territorial limitations
5. Term and Renewal: Duration of the agreement, conditions for renewal, and termination provisions
6. Exclusivity Obligations: Specific terms of exclusivity, including geographical scope and any exceptions
7. Performance Standards: Required quality standards, KPIs, and performance metrics
8. Payment Terms: Compensation structure, payment schedule, invoicing requirements, and currency specifications
9. Representations and Warranties: Standard representations about capacity to contract and specific warranties about service quality
10. Compliance Requirements: Obligations to comply with Indonesian laws, particularly labor and safety regulations
11. Confidentiality: Protection of confidential information and trade secrets
12. Intellectual Property Rights: Ownership and usage rights of IP created during the service provision
13. Insurance and Indemnity: Required insurance coverage and indemnification obligations
14. Termination: Grounds for termination, notice requirements, and consequences of termination
15. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law provisions
16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Personnel Requirements: Used when specific qualifications or certifications are required for subcontractor's personnel
2. Equipment and Materials: Include when the subcontractor needs to provide specific equipment or materials
3. Health and Safety Requirements: Required for high-risk industries or when specific safety protocols must be followed
4. Environmental Compliance: Include when services have environmental impacts or require specific environmental permits
5. Security Requirements: Used when dealing with sensitive information or restricted access areas
6. Quality Control Procedures: Include when specific quality management systems or certifications are required
7. Training Requirements: Used when ongoing training or certification maintenance is necessary
8. Force Majeure: Include detailed force majeure provisions when services are susceptible to external disruptions
9. Parent Company Guarantee: Include when additional financial security is required from subcontractor's parent company
1. Schedule 1 - Scope of Services: Detailed technical specifications and requirements for the services
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Performance Metrics: Specific KPIs and measurement criteria for performance evaluation
4. Schedule 4 - Required Personnel: List of key personnel and their qualifications
5. Schedule 5 - Equipment Specifications: Detailed list of required equipment and technical specifications
6. Schedule 6 - Compliance Requirements: Specific regulatory requirements and compliance standards
7. Schedule 7 - Form of Performance Bond: Template for performance bond if required
8. Schedule 8 - Insurance Requirements: Detailed insurance coverage requirements and minimum limits
9. Appendix A - Required Forms and Templates: Standard forms for reports, invoices, and other routine documentation
10. Appendix B - Health and Safety Procedures: Detailed safety protocols and procedures
Construction
Manufacturing
Information Technology
Oil and Gas
Mining
Infrastructure Development
Telecommunications
Engineering Services
Industrial Services
Facilities Management
Maritime and Shipping
Energy
Healthcare Services
Legal
Procurement
Operations
Compliance
Risk Management
Commercial
Supply Chain
Project Management
Business Development
Technical Operations
Facilities Management
Chief Executive Officer
Chief Operating Officer
Procurement Manager
Contract Manager
Legal Counsel
Operations Director
Project Manager
Supply Chain Manager
Compliance Officer
Risk Manager
Commercial Director
Business Development Manager
Technical Director
Facilities Manager
Construction Manager
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