The Retainer Fee Agreement is essential for businesses and professionals in Indonesia seeking to establish long-term professional service relationships with predictable fee arrangements. This document is commonly used when a client requires regular access to professional services and wants to secure priority attention from the service provider. The agreement must comply with Indonesian law, particularly the Civil Code (KUH Perdata) and relevant regulations on professional services, currency, and language requirements. It typically includes detailed provisions on service scope, fee structure, payment terms, confidentiality, and termination conditions. The document is particularly relevant in professional services sectors where ongoing relationships are common, such as legal services, consulting, and business advisory. The agreement helps both parties establish clear expectations, rights, and obligations while ensuring compliance with Indonesian regulatory requirements.
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1. Parties: Identification and details of the service provider and the client
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided under the retainer arrangement
5. Term and Renewal: Duration of the agreement and renewal provisions
6. Retainer Fee and Payment Terms: Fee structure, payment schedule, and invoicing procedures
7. Rights and Obligations: Detailed responsibilities and obligations of both parties
8. Confidentiality: Provisions for handling confidential information
9. Intellectual Property: Ownership and rights to work products and materials
10. Termination: Conditions and procedures for terminating the agreement
11. Dispute Resolution: Procedures for handling disputes and choice of forum
12. Governing Law: Specification of Indonesian law as governing law
13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Force Majeure: Provisions for unforeseen circumstances preventing performance - recommended for longer-term retainers
2. Non-Competition: Restrictions on competitive activities - useful when sensitive industry knowledge is involved
3. Assignment: Rights to transfer or assign the agreement - important for corporate clients
4. Insurance: Professional insurance requirements - relevant for high-risk services
5. Language: Dual language provisions - required when agreement is bilingual
6. Compliance with Laws: Specific regulatory compliance requirements - important for regulated industries
7. Personnel: Requirements for specific personnel - relevant when service depends on particular individuals
1. Schedule A - Scope of Services: Detailed breakdown of services covered under the retainer
2. Schedule B - Fee Schedule: Detailed fee structure, rates, and payment terms
3. Schedule C - Key Personnel: List of key personnel assigned to provide the services
4. Schedule D - Service Levels: Performance metrics and service level commitments
5. Appendix 1 - Communication Protocol: Procedures for routine communications and reporting
6. Appendix 2 - Compliance Requirements: Specific regulatory or industry compliance requirements
Relevant legal definitions
Clauses
Relevant Industries
Legal Services
Consulting
Information Technology
Financial Services
Professional Services
Business Advisory
Marketing and Communications
Engineering
Healthcare
Education and Training
Management Consulting
Human Resources
Real Estate
Architecture
Environmental Services
Relevant Teams
Legal
Finance
Procurement
Operations
Human Resources
Compliance
Business Development
Contract Management
Project Management
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Procurement Manager
Contract Manager
Business Development Director
Operations Manager
Human Resources Director
Finance Director
Professional Service Provider
Consultant
Managing Partner
Client Relationship Manager
Project Manager
Compliance Officer
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