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The Strategic Alliance Agreement is a crucial document used when two or more entities wish to establish a formal collaborative relationship in Indonesia without creating a separate legal entity. This agreement is particularly relevant in scenarios where companies seek to combine resources, expertise, or market access while maintaining their independent legal status. It must comply with Indonesian law, including Law No. 5 of 1999 (Anti-Monopoly Law) and Law No. 25 of 2007 (Investment Law). The document typically includes detailed provisions on governance, resource sharing, intellectual property rights, profit distribution, and operational procedures. It's commonly used for technology transfers, market expansion, research and development collaboration, or supply chain optimization, and requires careful consideration of both Indonesian regulatory requirements and business objectives.

1. Parties: Identification of the alliance partners, including full legal names and registration details as required under Indonesian law

2. Background: Recitals explaining the context and objectives of the strategic alliance

3. Definitions: Definitions of key terms used throughout the agreement

4. Scope and Nature of Alliance: Detailed description of the alliance's purpose, scope, and intended activities

5. Term and Commencement: Duration of the alliance and conditions for commencement

6. Contributions and Resources: Each party's contributions to the alliance, including capital, assets, personnel, and technology

7. Governance Structure: Management framework, decision-making processes, and voting rights

8. Operational Framework: Day-to-day operational procedures and responsibilities

9. Financial Arrangements: Financial terms, profit sharing, cost allocation, and accounting principles

10. Intellectual Property Rights: Ownership, usage rights, and protection of IP brought to or developed within the alliance

11. Confidentiality: Protection of confidential information and trade secrets

12. Non-Competition and Exclusivity: Competitive restrictions and exclusivity obligations, compliant with Indonesian competition law

13. Representations and Warranties: Key statements and guarantees by each party

14. Compliance and Regulatory Matters: Obligations regarding legal compliance, permits, and regulatory approvals

15. Liability and Indemnification: Risk allocation, liability limitations, and indemnification obligations

16. Force Majeure: Provisions for unforeseen circumstances affecting performance

17. Term and Termination: Duration, renewal, termination rights, and consequences of termination

18. Dispute Resolution: Procedures for resolving disputes, including choice of forum and arbitration provisions

19. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law