A New Partnership Agreement is essential when establishing a formal business partnership in Indonesia. This document is used when two or more parties wish to combine their resources, expertise, and efforts to conduct business together under Indonesian law. It's particularly relevant for new business ventures, joint operations, or when formalizing existing business relationships. The agreement must comply with Indonesian partnership laws, including the Civil Code (Kitab Undang-undang Hukum Perdata) and Law No. 25 of 2007 on Investment for foreign partnerships. It should be used when parties need to clearly define their rights, obligations, profit-sharing arrangements, and management responsibilities while ensuring alignment with local regulatory requirements and business practices.
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1. Parties: Identifies and provides full details of all partners entering into the agreement
2. Background: Sets out the context and intention of the parties to form a partnership
3. Definitions: Defines key terms used throughout the agreement
4. Partnership Formation: Establishes the creation of the partnership and its business purpose
5. Capital Contributions: Details the initial and ongoing capital contributions of each partner
6. Profit and Loss Sharing: Specifies how profits and losses will be distributed among partners
7. Management and Control: Outlines the management structure and decision-making processes
8. Rights and Obligations: Details the specific rights and responsibilities of each partner
9. Business Operations: Describes how the partnership will conduct its business activities
10. Banking and Financial Matters: Covers financial management, accounting practices, and banking arrangements
11. Term and Termination: Specifies the duration of the partnership and conditions for termination
12. Dispute Resolution: Sets out procedures for resolving disputes between partners
13. Governing Law: Confirms Indonesian law as governing law and relevant jurisdictional matters
14. General Provisions: Contains standard boilerplate clauses and miscellaneous provisions
1. Non-Competition: Restricts partners from engaging in competing businesses - include when partners have other business interests
2. Intellectual Property: Addresses ownership and use of IP - include when the partnership involves significant IP assets
3. Foreign Investment Provisions: Additional provisions for foreign partners - include when there are foreign partners
4. Environmental Compliance: Environmental obligations - include for partnerships in industries with environmental impact
5. Labor and Employment: Employment-related provisions - include when the partnership will have employees
6. Insurance: Insurance requirements - include when specific insurance coverage is necessary
7. Force Majeure: Provisions for unforeseen circumstances - include when business has specific operational risks
8. Confidentiality: Protects sensitive information - include when partnership involves confidential information
1. Schedule 1 - Capital Contributions: Detailed breakdown of each partner's capital contributions
2. Schedule 2 - Business Plan: Initial business plan and strategic objectives
3. Schedule 3 - Partner Information: Detailed information about each partner, including KYC documentation
4. Schedule 4 - Assets Schedule: List of partnership assets and their agreed values
5. Schedule 5 - Management Structure: Detailed management hierarchy and responsibilities
6. Appendix A - Required Licenses: Copies of necessary business licenses and permits
7. Appendix B - Banking Arrangements: Details of partnership bank accounts and authorized signatories
8. Appendix C - Financial Procedures: Detailed accounting and financial management procedures
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Retail
Professional Services
Agriculture
Mining
Construction
Healthcare
Education
Food and Beverage
Tourism and Hospitality
Financial Services
Real Estate
Transportation and Logistics
Energy
Relevant Teams
Legal
Corporate Affairs
Business Development
Finance
Compliance
Operations
Risk Management
Commercial
Strategy
International Business
Investment
Relevant Roles
Chief Executive Officer
Managing Director
Business Development Manager
Legal Counsel
Corporate Secretary
Chief Financial Officer
Partnership Manager
Investment Director
Compliance Officer
Operations Director
Risk Manager
Commercial Director
Strategy Manager
Business Owner
General Manager
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