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1. Parties: Identification and details of the parties entering into the preliminary partnership agreement
2. Background: Context of the proposed partnership and reasons for entering into the preliminary agreement
3. Definitions: Key terms used throughout the agreement and their specific meanings
4. Purpose and Scope: Overview of the intended partnership and its preliminary nature
5. Duration: Term of the preliminary agreement and conditions for extension or termination
6. Good Faith Negotiations: Commitment to negotiate the final partnership agreement in good faith
7. Confidentiality: Protection of confidential information exchanged during negotiations
8. Proposed Partnership Structure: Outline of the intended partnership structure and key commercial terms
9. Due Diligence: Framework for conducting due diligence investigations
10. Costs and Expenses: Allocation of costs during the preliminary phase
11. Binding and Non-binding Provisions: Clear identification of which provisions are legally binding
12. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
1. Exclusivity: Provisions preventing parties from negotiating with other potential partners during the preliminary phase
2. Regulatory Compliance: Specific compliance requirements if the partnership involves regulated industries
3. Intellectual Property Rights: Protection of IP during the preliminary phase, used when significant IP will be shared
4. Break Fee: Compensation provisions if one party withdraws from negotiations, used in high-value partnerships
5. Public Announcements: Rules for making public statements about the potential partnership, important for listed companies
6. Force Majeure: Provisions for unforeseen circumstances affecting the preliminary agreement
7. Local Partner Requirements: Specific provisions required for partnerships involving foreign investors under Indonesian law
1. Schedule 1 - Key Commercial Terms: Outline of primary commercial terms to be included in the final partnership agreement
2. Schedule 2 - Timeline: Proposed timeline for negotiations, due diligence, and completion of final agreement
3. Schedule 3 - Due Diligence Requirements: List of required documents and information for due diligence
4. Schedule 4 - Authorized Representatives: List of authorized representatives from each party for negotiations
5. Appendix A - Proposed Business Plan: Initial outline of the proposed partnership's business plan
6. Appendix B - Regulatory Requirements: List of required regulatory approvals and licenses for the partnership
Manufacturing
Technology and Digital Services
Natural Resources and Mining
Infrastructure Development
Agriculture and Plantation
Financial Services
Retail and Consumer Goods
Healthcare and Pharmaceuticals
Education and Training
Energy and Utilities
Transportation and Logistics
Tourism and Hospitality
Legal
Business Development
Corporate Affairs
Finance
Compliance
Strategy
Commercial
Operations
Investment
Risk Management
International Relations
Corporate Secretariat
Chief Executive Officer
Managing Director
Business Development Director
Chief Legal Officer
Legal Counsel
Corporate Secretary
Chief Financial Officer
Partnership Manager
Investment Director
Commercial Director
Head of Strategy
Compliance Officer
Chief Operating Officer
Regional Director
General Manager
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