Sea Digitalis assists businesses, investors and individuals with drafting and reviewing commercial agreements in Indonesia, with a focus on clear rights and obligations, contractual risk allocation, practical transaction structure and legal protection before the agreement is signed.
Contract drafting and review services help businesses and individuals prepare or assess an agreement so that it accurately reflects the transaction, clearly defines the parties' rights and obligations, and identifies contractual risks before the agreement is signed. A legal contract review goes beyond grammar and wording. It may examine the transaction structure, payment terms, performance obligations, default, termination, liability, dispute resolution and other provisions relevant to the transaction.
Our service can be adapted to the stage of your transaction. We can draft a new agreement from the beginning or review a contract prepared by you, your business partner or another party.
Suitable when the commercial terms of a transaction have been discussed but the parties do not yet have a written agreement that properly reflects the deal.
Suitable when you already have a draft agreement and want to understand your obligations, exposure and contractual risks before accepting or signing it.
Every contract should reflect the actual transaction. The appropriate structure and clauses depend on the parties, subject matter, commercial arrangement, applicable law and allocation of risk.
Commercial cooperation between two or more parties for a particular business activity, project or commercial arrangement.
Scope of services, fees, deliverables, performance standards and responsibilities of the service provider and client.
Property or asset leasing arrangements covering the lease period, payment, permitted use, obligations and termination.
Arrangements between shareholders concerning governance, reserved matters, share transfers, decision-making and exit mechanisms.
Agreements governing investment contributions, investor rights, transaction mechanics and other agreed investment terms.
Business or property management arrangements covering authority, management responsibilities, fees and operational obligations.
Confidentiality arrangements protecting sensitive information disclosed during negotiations or business relationships.
Employment arrangements tailored to the company's needs and the applicable Indonesian employment framework.
Sale and purchase arrangements covering price, payment, transfer, delivery and other conditions relevant to the transaction.
Loan arrangements covering principal, repayment, interest where applicable, maturity and events of default.
Joint operational arrangements covering responsibilities, costs, revenue allocation and operational risk between the parties.
Other commercial agreements can be prepared based on the structure and specific requirements of your transaction.
Contract review is not simply proofreading. We consider how the provisions operate when the transaction proceeds as expected and what happens if one of the parties fails to perform.
Identity, legal capacity and authority of the parties and signatories.
Clarity of the transaction, scope and contractual subject matter.
Allocation of rights, duties and responsibilities between the parties.
Amount, timing, conditions, milestones and payment mechanisms.
Effective date, duration, renewal and extension provisions.
Events of default and the contractual consequences of non-performance.
Termination rights and consequences following termination.
Allocation of responsibility, exposure and contractual risk.
Treatment of circumstances outside the reasonable control of the parties.
Protection of confidential information where relevant to the transaction.
The law chosen to govern the agreement and contractual relationship.
Agreed procedures for dealing with disputes between the parties.
A contract may appear straightforward while the business relationship is working well. Problems often become visible only when the parties have different expectations or one party fails to perform.
The contract does not clearly establish who must perform a particular obligation, how it should be performed or when it is due.
Payment schedules, milestones, refunds, conditions or consequences of late payment are inadequately addressed.
The parties do not have a practical mechanism for terminating or exiting the contractual relationship.
It is unclear which party bears responsibility when a particular loss, failure or event occurs.
A generic contract is used without adapting the provisions to the actual transaction and relationship between the parties.
The agreement does not provide a sufficiently clear process for resolving disagreements if the relationship deteriorates.
Another important question is: “What happens if the other party does not perform its obligations?” A well-structured agreement should not only describe how the transaction works when everything goes according to plan. It should also address late payments, failure to perform, termination, liability, changes in circumstances and dispute resolution.
The clearer the transaction structure and commercial understanding between the parties, the more accurately the agreement can be drafted to reflect the actual deal.
The process can be adapted depending on the type and complexity of the agreement and your position in the transaction.
Understand the transaction, objectives and your position in the contractual relationship.
Review existing drafts, term sheets, corporate documents and supporting information.
Identify the transaction structure, contractual obligations and relevant legal risks.
Prepare a new agreement or review the draft already provided.
Identify provisions that may create uncertainty, imbalance or contractual exposure.
Revise the agreement based on the review and agreed commercial requirements.
Check the consistency of the agreement before finalization.
Provide the final version within the agreed scope of service.
Agreements involving Indonesian and foreign parties may require additional consideration of the applicable Indonesian legal framework, language requirements, governing law, dispute resolution, the legal capacity of the parties and the underlying transaction. A contract should therefore be reviewed based on the actual parties and transaction rather than relying solely on a foreign or generic contract template.
The service fee depends on the type of agreement, transaction complexity, document length, number of parties, language requirements and scope of work.
Contract drafting should consider not only the commercial agreement between the parties but also the legal requirements relevant to the transaction.
The agreement should be assessed against the legal requirements relevant to consent, legal capacity, the subject matter and the lawful basis of the transaction.
A valid agreement can create binding obligations between the parties, making careful drafting of rights and responsibilities important.
Certain transactions may also be affected by corporate, employment, property, investment or other sector-specific regulations.
Common questions before drafting, reviewing, negotiating or signing an agreement in Indonesia.
Contract drafting is the preparation of an agreement based on the transaction structure, parties, subject matter, rights and obligations, commercial terms and contractual risks that need to be addressed.
Contract review is an assessment of an existing agreement to identify rights and obligations, potentially risky clauses, missing provisions, inconsistencies and other matters that may need to be discussed or revised before the contract is signed.
Drafting is generally used when a new agreement needs to be prepared from the beginning. Review is used when a draft already exists. A contract review may also result in revisions or redrafting of particular provisions.
Once signed, a contract may create legally binding rights and obligations. Reviewing it beforehand can help you understand those obligations, identify contractual exposure and determine whether particular provisions should be clarified or renegotiated.
The review may cover the parties, subject matter, rights and obligations, payment terms, duration, default, termination, liability, force majeure, confidentiality, governing law, dispute resolution and other provisions relevant to the transaction.
Yes. An agreement prepared by a business partner, vendor, landlord, tenant, investor, service provider or another counterparty can be reviewed to help you understand your contractual position before accepting or signing it.
Bilingual agreements may be prepared depending on the parties, transaction and applicable legal requirements. Where Indonesian and foreign parties are involved, the applicable language requirements should be considered when structuring the agreement.
No. Not every agreement must be executed as a notarial deed. Whether notarization is required or appropriate depends on the type of transaction, legal requirements applicable to the document and the objectives of the parties.
The validity and evidentiary effect of an electronic document or signature should be assessed based on the type of transaction, the signing method used and the applicable Indonesian rules concerning electronic documents and transactions.
Yes. The scope can include a Shareholders Agreement covering shareholder relationships, governance, reserved matters, decision-making, share transfers, exit mechanisms and other provisions appropriate to the company structure.
Yes. A lease review may cover the lease period, rent, payment schedule, deposit, permitted use, repairs, assignment or sublease, default, termination and other provisions relevant to the property arrangement.
Yes. A Management Agreement can be structured around the actual management arrangement, including authority of the manager, operational responsibilities, management fees, revenue handling, reporting, maintenance, liability and termination.
A template can be a useful starting point, but it may not reflect the actual transaction, applicable law, position of the parties or specific business risks. The agreement should be adapted to the real commercial arrangement.
Agreements involving a foreign party may require additional consideration of Indonesian law, language requirements, governing law, dispute resolution, legal capacity and the structure of the underlying transaction.
The timeline depends on the complexity of the transaction, completeness of the information, length of the document, number of parties and revision process. An estimated timeline can be provided after the scope has been reviewed.
The service fee depends on the type of agreement, transaction complexity, document length, language, number of parties and scope of work. Sea Digitalis can provide a quotation after an initial review of your requirements.
Send us your existing draft or explain the structure of your transaction. Sea Digitalis can help identify the contractual requirements, review potential risks and draft or revise the agreement based on the transaction and agreed scope of work.