Minggu, 21 September 2008

Perjanjian Kerjasama dalam Bahasa Inggris (contoh akta notaril, koleksi Raimond Flora, Lamandasa, SH, MKn)

AGREEMENT
Number:

-On this day,
.
.
-Appeared before me, RAIMOND FLORA LAMANDASA, Sarjana Hukum, Magister Kenotariatan, Notary practicing in ......., at the presence of the witnesses whom the Notary knows whose names shall be mentioned at the end of this deed:
1. -Miss
.
.
-according to her statement in this case is acting in her capacity as the Director and therefore for and on behalf of and lawfully representing the Limited Partnership under C.V. ......... established under deed number 4 dated, drawn up before me, the Notary;
-and to take legal measures as mentioned above as approved by the Limited Partner of the said Partnership Company as evidenced from the written approval made unofficially, affixed with a sufficient duty stamp dated-
-of which its original agreement (photo copy according to the original) is attached to the minute of this deed.
-who shall be hereinafter referred to as the FIRST PARTY;
2. Mr.
-Who shall be hereinafter be referred to as the SECOND PARTY;
-I, the Notary know the Appearers;
-The appearers first of all declare;
-That the Limited Partnership under C.V. CHRISTO JAYA is engaged in beauty salon and the exclusive trademark holder of CHRISTOPHER SALON.
-That in the frame of further developing the said CHRISTOPHER SALON, new business partners will be required to inject some new investment into the company.
-That the Second Party is the business partner who will jointly manage the First Party’s company by opening a CHRISTOPHER SALON outlet and herewith declares to have entered into the agreement with the following definitions/ terminology:
-Outlets refer to the branches of the limited partnership of C.V. CHRISTO JAYA bearing the trademark of CHRISTOPHER SALON.
-Christopher Salon refers to trademark of the salon business belonging to the limited partnership C.V. CHRISTO JAYA, a company established under the laws prevailing in Indonesia, along with its future amendments.
-Outside town refers to the areas outside Jakarta, Bogor, Tangerang, Bekasi and Depok.
-Inside the city refers to within Jakarta, Bogor, Tangerang, Bekasi and Depok.
-The appearers are acting as referred to the above and herewith declare that they have agreed to enter into an agreement under the following terms and agreement:
------------------------------- Article 1 ----------------------------
CAPITAL INJECTION AND USE
1. That the Second Party has injected some capital to the company of the First Party amounting to GBP 100,000 (one hundred thousand pounds) or equivalent to RP 1,271,282,311 (one billion two hundred and seventy one million two hundred and eighty two thousand three hundred and eleven rupiah) for the opening expenses of CHRISTOPHER SALON’s outlet.
2. Such capital must and shall be used by the First Party for initial opening expenses of the salon being the joint operation object of this agreement.
-------------------------------- Article 2 -----------------------------
INVESTMENT COST AND WORKING CAPITAL
1. The whole disbursement of initial opening expenses shall become the responsibility of the Second Party and they comprise:
a. Expenses for the venue preparation and interior;
b. Expenses for purchasing equipment;
c. Expenses for procuring all licenses, advertisement and banner tax
2. Special expenses apart from the overhead costs as agreed, must be first approved by the Second Party.
------------------------------- Article 3 ------------------------------
BOOKKEEPING AND BOOK YEAR
1. The First Party must maintain bookkeeping with regard to the business according to the accounting principles;
2. The First Party shall submit weekly and monthly reports on the operation of the salon outlet;
3. When appropriate, the financial records must be audited by an public accountant at any time;
4. The Book Year shall commence on the first of January and end or is closed on the thirty first of December of the relevant year.
------------------------------- Article 4 ------------------------------
TYPES OF SERVICES
1. The First Party must provide beauty salon services and supporting equipment to support the business;
2. All the services rendered by the First Party must be acknowledged and approved by the Second Party;
3. When appropriate, the Second Party reserves the right to recommend additional products or new services to suit the market demand.
------------------------------- Article 5 --------------------------------
MANAGEMENT AND MANPOWER
1. The First Party shall be responsible for the overall management of the beauty salon.
2. All the manpower required for the business services as mentioned above, shall be provided, enhanced and regulated by the First Party including their uniforms and internal working mechanism.
3. With regard to the cashier, he/she may be provided by the Second Party upon the approval from the First Party.
4. The Second Party, when deemed necessary, may provide suggestions, advice or criticism for the sake of the business progress.
5. The monthly administrative expenses shall amount to Rp 1,500,000 (one million five hundred rupiah).
------------------------------ ARTICLE 6 -------------------------------------
PRODUCT AND SERVICE PRICE
1. The First Party shall determine the prices of the services and other products including their changes with the acknowledgment of the Second Party;
2. Price discounts to the customers may be offered only when they are approved by both parties and such discounts shall be jointly borne by the First Party and the Second Party.
------------------------------- ARTICLE 7 --------------------------------
BUSINESS PROMOTION
-Both parties have agreed to periodically conduct promotional activities for the progress of both parties’ business and the types of the promotional activities shall be discussed together;
-All expenses for the above promotional activities as referred to the above shall be allocated from the operational expenses of the salon outlet.
-------------------------------- ARTICLE 8 ---------------------------------
PROFIT AND LOSS DISTRIBUTION
1. The Second Party shall be entitled to net profit amounting to 60% (sixty percent) after tax and deducted with operational expenses that must be disbursed by the First Party; and the First Party shall be entitled to the remaining 40% (forty percent);
2. In the event of business losses of the outlet being the object of this joint operation, such losses shall be jointly borne by the First Party and the Second Party, namely 50% (fifty) shall be borne by the First Party and 50% (sixty percent) by the Second Party;
3. The First Party must render the monthly business profit not later than by the 10th (tenth) of the following month.
4. In the event of losses, both parties shall directly compensate such losses not later than on the 10th (tenth) of the following month.
------------------------------------- Article 9 -------------------------------
TRANSFER OF COMPANY
1. In the event that in the future the First Party’s company is sold to another party, it price shall be calculated based on the space size per meter square and its proceeds shall be equally divided to both parties.
2. In case a new outlet is relocated to another location, the renovation expenses of the new places shall be calculated with the remaining lease period of the former location.
------------------------------------- ARTICLE 10 ------------------------------
PERIOD OF THE AGREEMENT
1. This joint operation agreement shall be valid indefinitely since it is signed.
After 5 (five) years, the Second Party must pay for the renovation expenses of which its amount shall be decided later upon discovering any damage.
2. The First Party may cancel the local branch in case the Second Party rejects to allocate the renovation expenses of the salon for the next agreement tenure.
3. This joint working agreement may be revoked upon the agreement of both parties as evidenced through an authentic annulment deed.
-------------------------------------- ARTICLE 11 -------------------------------
LEGAL INTERPRETATION
This agreement shall be interpreted pursuant to the Laws prevailing in the Republic of Indonesia.
-------------------------------------- ARTICLE 12 -------------------------------
SUPPLEMENTARY AGREEMENT
Any matters that are not governed in this agreement or arise in the future shall be governed by both parties in an authentic supplementary agreement in the future constituting inseparable part of this agreement.
-------------------------------------- ARTICLE 13 --------------------------------
SETTLEMENT OF DISPUTES
1. In case of a dispute between the parties with regard of this agreement, it shall be resolved amicably.
2. In case an amicable settlement cannot be reached, and such dispute cannot be resolved by both parties themselves, such dispute shall be settled at the highest level by the Indonesian Arbitration Agency (BANI) in Jakarta.
3. The judgment of this Arbitration Agency shall serve as the highest level adjudication and no appeal is possible and shall bind both parties.
--------------------------------------- ARTICLE 14 -------------------------------
MISCELLANEOUS
1. The parties have hereby agreed to waive articles 1266 and 1267 of the Indonesian Civil Code as long as a Court judgment is required to annul this agreement and or claim for compensation from the other party;
2. Any notice, offer, petition, payment, request or other communication that must be made or informed by one party to the other party as mentioned below shall be made in writing and may be submitted directly or through a courier or transmitted via facsimile to the following address:
-For The First Party: in Perumahan Taman Yasmin ...., Bogor;
-For the Second Party:
-In the event of address changes, the parties shall immediately notify it to one another no later than 1 (one) week after such changes.
-Such notice shall be deemed having been carried out or informed if it is sent by registered with or if received clearly and completely (by fax if necessary).
---------------------------------------- ARTICLE 15 --------------------------
DOMICILE
-The parties have chosen their permanent legal domicile at the Office of the Public Court of Cibinong in Cibinong.
IN WITNESS THEREOF
-This deed was made and legalized in Depok on the day and date as mentioned in the preamble of this deed at the presence of by Miss ....... , Sarjana Hukum, Candidate Notary, and Mr. ........, both residing in Bogor and employees of the Notary Office as witnesses.
-Immediately after this deed was read out by me, the Notary to the appearers and witnesses, it was duly signed by the appearers, witnesses and me, the Notary.
-Executed with