A Disclosure Letter is a crucial document in Indonesian business transactions, particularly in mergers and acquisitions, investment deals, and significant commercial contracts. It serves as a companion document to a principal agreement, allowing the disclosing party to provide detailed information about exceptions or qualifications to their warranties or representations. Under Indonesian law, the Disclosure Letter must be carefully drafted to ensure it provides adequate protection while complying with local legal requirements, including the Indonesian Civil Code and relevant sector-specific regulations. The document typically contains both general and specific disclosures, often supported by extensive schedules and appendices containing detailed information about the company's affairs, potential liabilities, or other material matters that need to be brought to the receiving party's attention.
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1. Letter Date and Reference: The formal date of the disclosure letter and any reference numbers
2. Addressee Details: Full details of the recipient including name, position, and company details
3. Subject Line: Clear identification of the document as a Disclosure Letter and reference to the main agreement or context
4. Introduction: Brief introduction identifying the context and purpose of the disclosure letter
5. Reference to Main Agreement: Specific reference to the agreement or context under which disclosures are being made
6. Disclosure Statements: General statements about the nature and extent of disclosures being made
7. Basis of Disclosure: Explanation of how disclosures are made and their organization in the schedules
8. Confirmation of Accuracy: Statement confirming the accuracy and completeness of disclosures
9. Closing and Signature Block: Formal closing, signature, and details of the disclosing party
1. Limitations on Liability: Optional section for when specific limitations on the liability arising from the disclosures need to be stated
2. Confidentiality Statement: Required when disclosed information is particularly sensitive or when not already covered by a separate confidentiality agreement
3. Updates and Further Disclosure: Used when there may be a need for subsequent updates to the disclosures
4. Regulatory Compliance Statement: Required when disclosures are made to comply with specific regulatory requirements
5. Group Company References: Needed when disclosures relate to multiple entities within a corporate group
1. Schedule 1 - General Disclosures: Contains general disclosures that apply across all warranties or requirements
2. Schedule 2 - Specific Warranty Disclosures: Detailed disclosures against specific warranties, organized by warranty number or category
3. Schedule 3 - Material Contracts: List and details of material contracts being disclosed
4. Schedule 4 - Corporate Information: Corporate and organizational information being disclosed
5. Schedule 5 - Property and Assets: Details of property, assets, and related matters being disclosed
6. Schedule 6 - Intellectual Property: Details of intellectual property rights and related matters
7. Appendix A - Supporting Documents: Copies of key documents referenced in the disclosures
8. Appendix B - Data Room Index: Index of documents made available in data room (if applicable)
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