The Joint Venture Termination Agreement is a crucial document used when parties decide to end their joint venture relationship in Indonesia. It becomes necessary when joint venture partners agree to separate their business interests, whether due to achieved objectives, strategic changes, or irreconcilable differences. The document must comply with Indonesian legal requirements, particularly Law No. 40 of 2007 on Limited Liability Companies and foreign investment regulations. It covers essential elements such as asset distribution, liability settlement, employee arrangements, and regulatory compliance requirements. The agreement typically requires approval from various stakeholders, including shareholders, boards, and sometimes the Investment Coordinating Board (BKPM), especially when foreign investment is involved. This document is particularly important in Indonesia's business environment, where joint ventures are a common structure for foreign investment and local collaboration.
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1. Parties: Identification of all parties to the agreement, including the joint venture company and its shareholders
2. Background: Context of the original joint venture, reference to original agreements, and reasons for termination
3. Definitions: Definitions of key terms used throughout the agreement
4. Termination of Joint Venture: Express termination of the joint venture agreement and related agreements
5. Effective Date: Specification of when the termination takes effect and any conditions precedent
6. Asset Distribution: Principles and process for distributing joint venture assets between parties
7. Settlement of Liabilities: Handling of existing debts, liabilities, and obligations
8. Mutual Release: Release of claims between parties, subject to specific exceptions
9. Confidentiality: Ongoing obligations regarding confidential information
10. Tax Matters: Allocation of tax liabilities and responsibilities
11. Costs: Distribution of termination-related costs and expenses
12. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Intellectual Property Rights: Distribution and future use of IP rights - include when JV involved significant IP
2. Employee Matters: Handling of employees and related liabilities - include when JV has direct employees
3. Ongoing Projects: Completion or transfer of unfinished projects - include when there are ongoing business activities
4. Non-Compete Provisions: Post-termination competition restrictions - include when parties agree to restrict future competition
5. Transition Services: Temporary services provided between parties - include when ongoing support is needed
6. Regulatory Compliance: Specific regulatory requirements - include when special permits or licenses are involved
7. Bank Accounts and Financial Matters: Handling of joint accounts - include when there are shared financial arrangements
8. Customer/Supplier Contracts: Transfer or termination of commercial contracts - include when significant third-party contracts exist
1. Asset Distribution Schedule: Detailed list of assets and their agreed distribution between parties
2. Liability Schedule: Comprehensive list of liabilities and their allocation
3. Settlement Payments: Details of any settlement payments between parties
4. Required Corporate Actions: List of corporate actions needed to implement the termination
5. Existing Agreements: List of agreements being terminated or amended
6. Form of Mutual Release: Template of mutual release documentation
7. Regulatory Filings: List of required regulatory notifications and filings
8. Transition Plan: Detailed timeline and steps for implementing the termination
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Mining and Resources
Infrastructure
Telecommunications
Financial Services
Retail and Consumer Goods
Energy
Agriculture
Construction
Healthcare
Transportation and Logistics
Real Estate
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Tax
Human Resources
Operations
Risk Management
Business Development
Strategic Planning
Investor Relations
Relevant Roles
Chief Executive Officer
Chief Legal Officer
Chief Financial Officer
Managing Director
Legal Director
Corporate Secretary
Investment Director
Business Development Director
Finance Director
Operations Director
Compliance Officer
General Counsel
Senior Legal Counsel
Corporate Lawyer
Joint Venture Manager
Risk Manager
Tax Director
HR Director
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