The JV Term Sheet is a crucial preliminary document used when parties intend to form a joint venture in Indonesia. It serves as a roadmap for the transaction and subsequent detailed documentation. This document type is particularly important in the Indonesian context due to the complex regulatory environment, foreign investment restrictions, and local business requirements. The Term Sheet captures essential commercial terms, governance structures, and regulatory considerations while remaining non-binding except for specific provisions like confidentiality and exclusivity. It's typically used during the initial stages of JV negotiations to ensure alignment between parties before proceeding with detailed due diligence and definitive agreements. The document must comply with Indonesian law requirements, including Law No. 40 of 2007 on Limited Liability Companies and Law No. 25 of 2007 on Investment.
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1. Parties: Details of the proposed JV partners including full legal names and jurisdiction of incorporation
2. Background: Brief description of the parties and their intention to establish a joint venture
3. Definitions: Key terms used throughout the term sheet
4. JV Company Structure: Proposed legal form, name, and jurisdiction of the JV company
5. Business Scope: Defined scope of JV company's business activities and any territorial restrictions
6. Capital Structure: Initial capitalization, shareholding percentages, and funding commitments
7. Governance: Board composition, voting rights, and reserved matters
8. Regulatory Approvals: Required governmental and regulatory approvals under Indonesian law
9. Timeline: Expected timeline for JV formation and key milestones
10. Confidentiality: Confidentiality obligations regarding the proposed transaction
11. Exclusivity: Period during which parties agree not to negotiate with other potential partners
12. Costs: Allocation of costs related to JV formation
13. Binding Effect: Specification of which terms are binding and non-binding
1. Initial Business Plan: High-level business plan overview - included when initial operations are well-defined
2. Technology and IP Rights: Terms regarding IP contributions and licensing - included when IP is central to the JV
3. Non-Compete: Restrictions on competing activities - included when parties operate in similar markets
4. Dead Lock Resolution: Mechanism for resolving board or shareholder deadlocks - included for 50/50 JVs
5. Exit Mechanisms: Preliminary terms for exit options - included for JVs with planned exit timeline
6. Employment Matters: Key personnel and secondment arrangements - included when specific expertise is crucial
7. Related Party Transactions: Framework for agreements between JV and partners - included when significant ongoing relationships anticipated
1. Initial Shareholding Structure: Detailed breakdown of shareholding percentages and share classes
2. List of Required Approvals: Comprehensive list of regulatory and third-party approvals needed
3. Reserved Matters: Detailed list of matters requiring special approval
4. Initial Capital Contributions: Schedule of initial contributions (cash, assets, IP) by each party
5. Key Commercial Terms: Summary of main commercial terms to be included in definitive agreements
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