The Letter Of Intent Sales is a crucial preliminary document used in Indonesian business transactions when parties wish to formalize their intention to enter into a sales agreement while maintaining flexibility for further negotiations. It serves as a roadmap for the transaction, typically used in situations where parties have reached a preliminary understanding but need to conduct due diligence, secure approvals, or negotiate detailed terms before executing a final agreement. Operating under Indonesian law, particularly the Civil Code and Trade Law, this document bridges the gap between initial discussions and final contracts. While primarily non-binding, except for specific provisions like confidentiality and exclusivity, it demonstrates serious intent and can help secure corporate or regulatory approvals. The LOI typically includes proposed commercial terms, timelines, and conditions precedent, making it an essential tool in complex sales transactions.
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1. Letterhead and Date: Company letterhead, date of issuance, and reference number if applicable
2. Parties: Full legal names and addresses of both the potential seller and buyer
3. Subject Line: Clear indication that this is a Letter of Intent for the proposed sale transaction
4. Introduction: Brief statement of the parties' intent to enter into negotiations for the sale transaction
5. Transaction Overview: Basic description of the proposed transaction, including the subject matter of the sale
6. Key Terms: Essential commercial terms including proposed price, quantity, and basic delivery terms
7. Timeline: Proposed schedule for negotiation, due diligence, and completion of the final agreement
8. Confidentiality: Basic confidentiality obligations regarding the proposed transaction
9. Non-Binding Nature: Clear statement about which provisions are binding and non-binding
10. Governing Law: Specification that Indonesian law governs the LOI
11. Signature Block: Space for authorized representatives to sign and date the letter
1. Exclusivity: Used when parties want to establish an exclusive negotiation period
2. Due Diligence: Include when specific due diligence requirements or processes need to be outlined
3. Conditions Precedent: When there are specific conditions that must be met before proceeding with the final agreement
4. Cost Allocation: Include when parties need to specify how transaction costs will be shared
5. Break Fee: Used when parties want to establish fees for terminating negotiations
6. Good Faith Deposit: Include when a preliminary deposit is required
7. Regulatory Approvals: When the transaction may require specific regulatory clearances
8. Force Majeure: Include when parties want to address potential disruptions to the negotiation process
1. Term Sheet: Initial proposed commercial terms in bullet point format
2. Asset List: If the sale involves specific assets, a preliminary list of items included
3. Timeline Schedule: Detailed timeline for key milestones in the transaction process
4. Due Diligence Checklist: Preliminary list of required documents and information for due diligence
5. Corporate Authorizations: Copies of relevant corporate approvals or authorizations
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Retail
Consumer Goods
Technology
Agriculture
Mining
Real Estate
Construction
Automotive
Energy
Telecommunications
Financial Services
Healthcare
Hospitality
Import/Export
E-commerce
Logistics
Industrial Products
Relevant Teams
Legal
Sales
Commercial
Business Development
Procurement
Finance
Corporate Strategy
Operations
Mergers & Acquisitions
Executive Leadership
Risk Management
Compliance
International Trade
Relevant Roles
Chief Executive Officer
Chief Commercial Officer
Sales Director
Business Development Manager
Commercial Director
Legal Counsel
Corporate Lawyer
Procurement Manager
Contract Manager
Chief Financial Officer
Managing Director
Operations Director
Strategy Director
Regional Sales Manager
Head of Mergers & Acquisitions
General Manager
Country Manager
Chief Operating Officer
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