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1. Parties: Identification of all partners and the partnership entity
2. Background: Context of the agreement and current partnership structure
3. Definitions: Key terms used throughout the agreement
4. Purpose and Scope: Objectives of the buy-sell agreement and its application
5. Trigger Events: Circumstances that activate the buy-sell provisions (death, retirement, disability, etc.)
6. Purchase Price and Valuation: Methods for determining the value of partnership interests
7. Payment Terms: Structure and timing of payments for purchased interests
8. Funding Mechanism: Sources of funding for purchases, including insurance policies
9. Right of First Refusal: Process for existing partners to purchase available interests
10. Transfer Restrictions: Limitations on transferring partnership interests
11. Tax Considerations: Tax treatment of transfers and payments
12. Dispute Resolution: Procedures for resolving disagreements
13. Governing Law: Applicable Indonesian law and jurisdiction
14. Notices: Communication requirements and procedures
15. Amendment Process: Procedures for modifying the agreement
16. General Provisions: Miscellaneous legal provisions including severability and entire agreement
1. Disability Provisions: Detailed procedures for handling partner disability, used when partners want specific disability provisions beyond standard trigger events
2. Family Transfer Exceptions: Special provisions for transfers to family members, included when family succession is anticipated
3. Drag-Along Rights: Provisions forcing minority partners to join in sale of business, used in partnerships with significant ownership disparities
4. Tag-Along Rights: Rights of minority partners to join in sale of majority interests, used to protect minority partners
5. International Provisions: Special provisions for international partners, included when foreign partners are involved
6. Industry-Specific Provisions: Special provisions related to specific industry requirements or regulations
7. Intellectual Property Rights: Provisions dealing with IP ownership and transfer, important for knowledge-based businesses
8. Non-Competition Provisions: Restrictions on competing activities after exit, used when protecting business interests is crucial
1. Schedule A - Current Partnership Interests: Details of current ownership percentages and capital contributions
2. Schedule B - Valuation Formula: Detailed methodology for calculating partnership interest values
3. Schedule C - Insurance Policies: List of life insurance policies funding the agreement
4. Schedule D - Approved Appraisers: List of pre-approved business appraisers for valuation
5. Appendix 1 - Transfer Notice Form: Standard form for initiating interest transfers
6. Appendix 2 - Purchase Option Notice: Standard form for exercising purchase options
7. Appendix 3 - Valuation Report Template: Template for periodic business valuations
8. Appendix 4 - Partner Consent Form: Standard form for partner approval of transfers
Professional Services
Manufacturing
Retail
Technology
Construction
Healthcare
Hospitality
Real Estate
Agriculture
Mining
Transportation
Education
Financial Services
Consulting
Media and Entertainment
Legal
Finance
Corporate Governance
Executive Leadership
Risk Management
Compliance
Business Development
Corporate Affairs
Treasury
Tax
Managing Partner
Business Owner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Business Development Director
Finance Director
Managing Director
Partner
Board Member
Company Director
Compliance Officer
Risk Manager
Investment Manager
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