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Venture Contract Template for Indonesia

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Venture Contract

"I need a Venture Contract governed by Indonesian law for a joint venture between our Singapore-based technology company and a local Indonesian e-commerce firm, with specific provisions for intellectual property sharing and technology transfer, planned to commence operations in March 2025."

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What is a Venture Contract?

The Venture Contract serves as a foundational document for establishing business collaborations in Indonesia, whether between domestic parties or involving foreign investors. This document type is essential when two or more parties wish to combine their resources, expertise, and capital to pursue a business opportunity while operating within Indonesia's legal framework. The Venture Contract must comply with Indonesian investment regulations, including Law No. 25 of 2007 on Investment and Law No. 40 of 2007 on Limited Liability Companies. It typically includes detailed provisions on capital structure, management rights, profit sharing, and exit mechanisms, while addressing specific requirements for foreign investment if applicable. The document is particularly crucial in Indonesia's growing economy, where joint ventures and collaborative business arrangements are common across various sectors.

What sections should be included in a Venture Contract?

1. Parties: Identification and details of all parties entering into the venture contract

2. Background: Context of the venture and purpose of the agreement

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

4. Scope of Venture: Detailed description of the business venture's nature and objectives

5. Capital Contribution: Details of initial and subsequent capital contributions from each party

6. Ownership Structure: Distribution of ownership interests and shares among parties

7. Management and Control: Governance structure, decision-making processes, and management rights

8. Profit and Loss Sharing: Formula and mechanisms for distribution of profits and allocation of losses

9. Rights and Obligations: Detailed responsibilities and rights of each party

10. Term and Termination: Duration of the venture and conditions for termination

11. Exit Mechanisms: Procedures for party exit, including buy-out provisions and transfer restrictions

12. Confidentiality: Protection of confidential information and trade secrets

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

14. Governing Law: Specification of Indonesian law as governing law and relevant jurisdictional matters

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Venture Contract?

1. Intellectual Property Rights: Provisions regarding ownership and use of IP when the venture involves significant IP assets

2. Employment Matters: Specific provisions regarding employment policies when the venture will have significant staff

3. Regulatory Compliance: Special compliance requirements for regulated industries

4. Technology Transfer: Provisions regarding technology transfer when applicable to the venture

5. Environmental Compliance: Environmental obligations for ventures with environmental impact

6. Foreign Investment Provisions: Special provisions required when foreign investors are involved

7. Non-Competition: Restrictions on competitive activities when required for business protection

8. Force Majeure: Provisions for unforeseen circumstances affecting venture operations

What schedules should be included in a Venture Contract?

1. Schedule A - Business Plan: Detailed business plan including market analysis and financial projections

2. Schedule B - Capital Contributions: Detailed breakdown of each party's capital contributions, including timing and valuation

3. Schedule C - Share Capital Structure: Detailed breakdown of shareholding and share classes

4. Schedule D - Key Performance Indicators: Specific performance metrics and targets for the venture

5. Schedule E - Management Structure: Detailed organizational structure and management positions

6. Schedule F - Assets Schedule: List of assets contributed to or owned by the venture

7. Schedule G - Intellectual Property: Detailed list of IP rights and their ownership

8. Appendix 1 - Required Licenses: List of required permits and licenses for operation

9. Appendix 2 - Compliance Requirements: Specific regulatory compliance requirements

10. Appendix 3 - Forms of Notices: Standard forms for various notices required under the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions














































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Relevant Industries

Technology

Manufacturing

Agriculture

Mining and Resources

Financial Services

E-commerce

Healthcare

Education

Renewable Energy

Infrastructure

Tourism and Hospitality

Creative Industries

Digital Services

Retail and Consumer Goods

Relevant Teams

Legal

Corporate Strategy

Finance

Business Development

Investment

Risk Management

Compliance

Operations

Corporate Affairs

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Investment Manager

Business Development Director

Corporate Strategy Manager

Venture Capital Manager

Managing Partner

Operations Director

Commercial Director

Corporate Secretary

Risk Management Officer

Compliance Officer

Board of Directors Member

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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