The Simple Joint Venture Agreement is a fundamental legal document used when two or more parties wish to establish a business partnership in Indonesia. This document is particularly relevant for foreign investors entering the Indonesian market through collaboration with local partners, ensuring compliance with Indonesian investment laws and regulations. The agreement typically includes provisions for capital contribution, profit sharing, management structure, and operational control, while adhering to foreign ownership restrictions and local content requirements. It serves as the primary framework for the joint venture relationship, incorporating essential elements required under Indonesian law while remaining flexible enough to accommodate specific business needs. The document is structured to comply with the Indonesian Civil Code, Investment Law, and Company Law, making it suitable for both greenfield projects and existing business expansions.
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1. Parties: Identifies and provides details of the joint venture partners
2. Background: Sets out the context and purpose of the joint venture
3. Definitions: Defines key terms used throughout the agreement
4. Joint Venture Scope: Describes the nature and objectives of the joint venture business
5. Capital Contributions: Details the initial and any subsequent capital contributions by each party
6. Ownership and Profit Sharing: Specifies the ownership structure and profit distribution mechanism
7. Management and Control: Outlines the management structure and decision-making processes
8. Rights and Obligations: Lists the key rights and responsibilities of each party
9. Term and Termination: Specifies the duration of the agreement and termination conditions
10. Confidentiality: Establishes obligations regarding confidential information
11. Governing Law and Dispute Resolution: Specifies Indonesian law as governing law and outlines dispute resolution procedures
12. General Provisions: Includes standard boilerplate clauses such as notices, amendments, and severability
1. Non-Competition: Include when parties need restrictions on competing activities
2. Intellectual Property Rights: Include when the JV involves creation or use of intellectual property
3. Employment Matters: Include when the JV will have employees or shared staff
4. Technology Transfer: Include when one party is providing technical knowledge or expertise
5. Foreign Investment Provisions: Include when one or more parties are foreign investors
6. Environmental Compliance: Include when the JV activities have environmental implications
7. Insurance: Include when specific insurance requirements need to be detailed
1. Business Plan: Detailed business plan including financial projections and operational strategy
2. Capital Contribution Schedule: Detailed breakdown of each party's capital contributions and timing
3. Shareholder Details: Complete information about each shareholder's ownership and voting rights
4. Management Structure: Organizational chart and management positions
5. Key Performance Indicators: Metrics for measuring the joint venture's performance
6. Asset Register: List of assets contributed by each party to the joint venture
7. Required Licenses and Permits: List of regulatory approvals needed for the joint venture
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Mining and Natural Resources
Infrastructure Development
Retail and Consumer Goods
Agriculture and Plantation
Real Estate and Property Development
Tourism and Hospitality
Financial Services
Energy and Renewables
Relevant Teams
Legal
Corporate Affairs
Business Development
Finance
Strategy
Compliance
Operations
Commercial
Risk Management
International Business
Investment
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Legal Director
Business Development Manager
Investment Manager
Corporate Secretary
Operations Director
Commercial Director
Compliance Officer
Strategic Partnership Manager
Joint Venture Manager
Country Manager
General Counsel
Board of Directors Member
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