Our Services · Legal Documents & Contracts
Commercial Contract Review and Drafting
Commercial disputes often begin with clauses treated as formalities at signing. We review and draft contracts with one question in mind — what happens if this deal does not go as planned?
When your contract needs a review
- You have received a draft from the other side and are being asked to sign quickly.
- The contract commits significant value or runs for a long term.
- Your counterparty is Indonesian and you are not, or the contract exists only in English.
- You are still using an old template that has never been updated.
- A clause feels one-sided, but you are not sure how much risk it carries.
Documents we handle
- Cooperation and business partnership agreements
- Agreements with vendors, suppliers, and distributors
- Sale and purchase, and service agreements
- Employment agreements
- Memoranda of understanding, addenda, acknowledgements of debt, and settlement agreements
What we check
| Area | The question we ask |
|---|---|
| Parties and authority | Is the signatory authorised to bind the company, and is the counterparty genuinely trustworthy? |
| Rights and obligations | Is risk allocated fairly, and are your obligations measurable? |
| Payment and security | What leverage do you have if payment is late: penalties, security, or the right to suspend performance? |
| Default and termination | When is a party in default, and how can the contract be ended? |
| Limitation of liability and force majeure | How far do you bear losses outside your control? |
| Dispute resolution | Court or arbitration, where, and under which law? |
| Language | Does the contract meet the Indonesian-language requirement? |
What we do
Review. We give clause-by-clause comments: the risk, the proposed change, and which clauses are worth holding firm on in negotiation.
Drafting. Contracts are drafted from the needs of your transaction, not from a generic template.
Negotiation support. We help you set your negotiating position and respond to the other side's proposed changes.
Contracts with foreign parties
Indonesian must be used in agreements involving an Indonesian private entity or an Indonesian citizen. Where a foreign party is involved, the agreement must also be written in that party's national language and/or English (Article 31(1) and (2) of Law No. 24 of 2009). For that reason we prepare bilingual contracts from the outset, together with an agreed position on which version prevails if the two are read differently.
We also look closely at the governing-law and dispute-resolution clauses. If you choose arbitration outside Indonesia, the award will need an exequatur from the Chief Judge of the Central Jakarta District Court before it can be enforced here (Articles 65 and 66 of Law No. 30 of 1999). That is better known at signing than discovered at enforcement.
Why Sagara
We read contracts through a litigator's lens. Handling breach of contract and PKPU cases shows us two things: which clauses usually give rise to disputes, and which clauses later decide whether a receivable can be recovered.
Our review therefore runs in three layers: identification of the vulnerable clauses; assessment of their legal and commercial exposure; and management, through redrafting and negotiation.
Frequently asked questions
Is a contract valid if it is not executed before a notary?
Generally, yes. The requirements for a valid agreement (Article 1320 of the Indonesian Civil Code) do not call for a notarial deed, except for particular agreements that the law requires to be made by authentic deed. The form of the deed does, however, affect its evidentiary weight.
The contract has been signed. Can it still be changed?
Yes, through an addendum agreed by both parties. A lawfully made agreement binds the parties as if it were law, and may not be revoked except by mutual consent or on grounds provided by law (Article 1338 of the Civil Code).
Can a contract with an Indonesian party be in English only?
Where one of the parties is an Indonesian private entity or citizen, Indonesian must be used (Article 31 of Law No. 24 of 2009). We recommend a bilingual text from the start, with an agreed clause on which version prevails.
How long does a review take?
It depends on the length and complexity of the document. We give you a time estimate once we have seen it.
A contract reviewed before signing costs far less than the dispute it might otherwise produce. We accept consultations by appointment.