The Vendor Services Agreement serves as the primary contractual framework for businesses engaging external service providers in Indonesia. This document is essential when organizations need to formalize relationships with vendors providing ongoing services, ensuring compliance with Indonesian regulations including Law No. 7 of 2014 on Trade and relevant commercial codes. The agreement covers crucial aspects such as service scope, performance metrics, payment terms, and risk allocation, while incorporating specific Indonesian legal requirements such as dual-language provisions and local dispute resolution mechanisms. This template is designed to protect both parties' interests while maintaining flexibility for various service arrangements and industry-specific requirements.
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1. Parties: Identification of the contracting parties, including their legal names, registration numbers, and addresses
2. Background: Context of the agreement and brief description of the parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided by the vendor
5. Term and Duration: Period of the agreement, including commencement date and duration
6. Payment Terms: Fees, payment schedule, invoicing requirements, and currency specifications
7. Vendor Obligations: Key responsibilities and commitments of the vendor
8. Client Obligations: Key responsibilities and commitments of the client
9. Service Levels: Performance standards and metrics for service delivery
10. Intellectual Property Rights: Ownership and usage rights of IP created or used during service provision
11. Confidentiality: Protection and handling of confidential information
12. Data Protection: Obligations regarding data handling and privacy compliance
13. Liability and Indemnification: Limitation of liability and indemnification obligations
14. Force Majeure: Provisions for unforeseen circumstances preventing performance
15. Termination: Grounds and procedures for agreement termination
16. Governing Law and Dispute Resolution: Applicable law and methods for resolving disputes
17. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Insurance: Insurance requirements when services involve significant risks or regulatory requirements
2. Compliance with Anti-Corruption Laws: Required for vendors working with government entities or in high-risk sectors
3. Export Control: Necessary when services involve cross-border technology or data transfer
4. Personnel Requirements: Included when vendor's staff will work on-site or require specific qualifications
5. Environmental Compliance: Required for services with environmental impact
6. Security Requirements: Necessary when vendor requires access to client's systems or facilities
7. Business Continuity: Important for critical services or long-term relationships
8. Transition Assistance: Required for complex services requiring handover upon termination
1. Schedule A - Service Description: Detailed specifications of services to be provided
2. Schedule B - Service Levels and KPIs: Detailed performance metrics and measurement methods
3. Schedule C - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
4. Schedule D - Personnel: Key personnel and their qualifications
5. Schedule E - Technical Requirements: Technical specifications and requirements for service delivery
6. Appendix 1 - Data Processing Agreement: Specific terms for handling personal data
7. Appendix 2 - Security Protocols: Detailed security requirements and procedures
8. Appendix 3 - Change Request Form: Template for requesting changes to services or terms
Relevant legal definitions
Clauses
Relevant Industries
Technology and Software
Manufacturing
Professional Services
Healthcare
Financial Services
Retail and E-commerce
Telecommunications
Construction
Energy and Utilities
Logistics and Supply Chain
Education
Hospitality
Mining and Resources
Agriculture
Relevant Teams
Legal
Procurement
Finance
Operations
Risk and Compliance
Supply Chain
Commercial
Project Management
Vendor Management
Internal Audit
Relevant Roles
Procurement Manager
Legal Counsel
Contract Manager
Chief Financial Officer
Operations Director
Vendor Management Specialist
Supply Chain Manager
Risk Management Officer
Compliance Officer
Project Manager
Business Unit Head
Chief Operating Officer
Commercial Director
General Manager
Finance Manager
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