The Asian Business Law Institute (ABLI) recently released Model Clauses for Contracting in Asia ("Model Clauses") under its Contract Laws in Asia project.
Increasingly, parties to a commercial contract are based in different jurisdictions whose contract law, source of contract law, legal labels, languages, etc. all vary. As a result, the choice of law made by the parties will often result in one of the parties entering into a contract governed by the laws of a jurisdiction with which they are not familiar. Further, if the parties choose a third law (i.e., a neutral governing law) to govern their contract, this may result in both parties being unfamiliar with the laws that govern their contract.
Model Clauses aim to ameliorate some of the above problems by providing (to the extent possible) parties entering into cross-border contracts, governed by the laws of select jurisdictions, with a framework that is neutral as to the governing law chosen as well as the subject matter of the contract. That is, each model clause is designed to ensure that it "works" (i.e., is enforceable) irrespective of which jurisdiction is selected as the governing law and irrespective of the subject matter of the contract.
SSEK Law Firm partner Fransiscus Rodyanto and associates Joseph Hendrik, Putri Miqaila Ameena and Fadhira Mediana are delighted to have contributed to the Model Clauses, offering expertise from the perspective of Indonesia law and practice. We have also contributed to two earlier publications released by ABLI under the project, which are Contract Laws of Asia – Indemnities and Contract Laws of Asia – Liquidated Damages and Penalty Clauses.
The Model Clauses are available in full here. A freely available version can be downloaded here.
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