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ALSA INDONESIA LEGAL ENGLISH VOCABULARIES #2 Academic Activities & Training ALSA Indonesia 2020 CONTRACT LAW
No.
Terminology
Definition
Explanation
Example
Arrangement or understanding It may be created by between two or more Parties agreement​, by statute 1.
Agreement, Contract.
made verbally, in writing, by or by judgment. Perjanjian
conduct or a combination of these
forms.
The
term
"agreement" covers both Deeds and Contracts. Methods
for
resolving Agreements
problems without going to contain
often
a
clause
court. (these methods include requiring the parties to Alternative 2.
Dispute Resolution (ADR)
Alternatif Penyelesaian
negotiation,
mediation,
arbitration)
and participate in ​ADR and prescribing processes
Sengketa
what
they
follow disagreement concerning
will
if
a arises the
agreement. 1. Method
3.
Arbitration
Arbitrase
of
dispute Contracts often include
resolution where a private arbitration
clauses
tribunal rather than the nominating
an
courts
of
competent arbitrator in advance.
jurisdiction determines the dispute
between
the
parties to an agreement; 2. The party of the contract
used
an
independent
third-party
to
settle
disputes without going to court.
The
third-party
acting as an arbitrator must be agreed by both sides. *Indonesia
has
several
arbitration institutions, such as BANI
Arbitration
Center
(BANI) or Bali International Arbitration
and
Mediation
Center (BIAMC) A term that lawyers use to Drafting describe
the
and
more generic understanding
clauses that appear in most Boilerplate 4.
Boilerplate Clauses
Clauses
Klausul
agreements. Boilerplate clauses takes an in-depth look
Standar/Klausul
are often inserted at the end of at the practical and
Baku
a deal under a heading like effective "General provisions".
use
of
boilerplate clauses in your
commercial
contract. 1. A failure of a party to a A ​breach of contract contract to perform his or will make the whole her obligations as agreed contract void and can 5.
Breach of Contract
upon within the contract; Wanprestasi
lead to damages being
2. Failure to comply with awarded one or more terms or party, conditions Agreement.
of
against which
is
an breach (violation).
the in
1. A term of a contract which Most U.S. Choice of sets the jurisdiction for Law Clauses selects dispute resolution, or the the laws of one of the
applicable law, in the fifty states (e.g. New event
of
any
dispute York) rather than the
between the contracting nation (i.e. the United 6.
Choice of Law
Klausul Pilihan
Clause
Hukum
parties; 2. A
States).
provision
in
an
agreement in which the parties stipulate that the direction of a particular jurisdiction determine
shall any
dispute
between them arising from the Agreement. 1. Property which has been People put up their committed to guaranteeing homes as collateral to a loan; 7.
Collateral
Jaminan
2. Property
raise
(such
the money
to
as invest in the scheme.
securities) pledged by a borrower to protect the interests of the lender. Damages recovered in payment She was awarded a for actual injury or economic large 8.
Compensation
Biaya Pengganti
sum
in
loss, which does not include compensatory punitive damages (as added damages. damages due to malicious or grossly negligent action).
9.
Confidential
Rahasia
The terms of Agreements are A
typical
sometimes required to be kept confidentiality
clause
confidential.
Further,
some might say, "The phrases
Agreements contain a clause and circumstances of listing
specific
information this
Agreement
are
arising from or shared under completely the Agreement that must be confidential kept confidential.
between
the parties and shall not be disclosed to anybody else. Any disclosure in violation
shall
be
deemed a breach of this Agreement." 1. An
amount of money Usually, the ​Damages
payable to a person to awarded will be enough compensate that person for to put the injured party a loss;
in the position it would
2. Amount of cash sought or have been in if there awarded to a Party to an had been no Breach. Agreement to offset the loss that Party has suffered 10.
Damages
Denda
because another Party has breached the Agreement; 3. Financial
compensation
demanded by or directed by a court to be paid to a claimant as compensation for a financial loss or injury
to
person
or
property. 1. A binding promise to do A ​deed that contains 11.
Deed
Akta
something or certifying a one or more warranties, transaction which adheres such as the validity of to required legal rituals the grantor’s title, the
such as a seal or form of recipient’s signature;
right
of
“quiet enjoyment� of
2. A binding contract to do the property, and the something or authorising a right to resell it free of transaction which adheres any
encumbrances;
to required legal practices contrast quitclaim deed. such as a seal or form of signature. Country
or
State
laws This
agreement
is
applicable to the Agreement. governed by the law in The Governing law will be force in [e.g. country or used to interpret and make State of residence of 12.
Governing
Hukum yang
Law
Berlaku
decisions on the Agreement. one of the parties, for This is particularly relevant in instance DKI Jakarta] the event of a contractual dispute where the Parties are based in separate countries or States. 1. A promise by a third party Indemnification to pay a debt owed, or clause
e.g.
The
repay a loss caused, by indemnified party to another party; 13.
Indemnity
Ganti Kerugian
recover certain types of
2. Contract with a third-party losses, to
perform
such
as
another's attorney's fees, which
obligations if called upon are
not
to do so by the third-party, recoverable
typically under
a
whether the other has common law cause of defaulted or not.
action.
1. A jurisdiction clause sets This agreement and its 14.
Jurisdiction
Yurisdiksi
out the country or state attachments and
any
whose laws will govern amendments thereof are
the contract and where any applicable, subject to legal action must take and interpreted based place;
on the applicable legal
2. The authority is given by jurisdiction
in
law to a court to try cases Indonesia. and rule on legal matters within
a
particular
geographic area and over certain
types
of
legal
claims.
It is
vital to
determine before a lawsuit is filed, which court has jurisdiction. 1. A written statement of the Following
this,
one
intention to enter into a subcontractor is issued a ​letter of intent for
formal agreement; 15.
Letter of Intent
Surat Pernyataan
2. A document declaring the the
award
of
Kehendak/ Surat
preliminary
commitment subcontract (while the
Pernyataan Minat
of one party to do business other participants may with another. The letter receive
a
fixed
outlines the chief terms of reimbursement). a prospective deal. legal They have no ​legal
1. Someone's responsibility,
duty,
or liability for damage to
obligation to compensate customers' possessions. another person for the 16.
Liability
Kewajiban
harm the first person has caused by breaching legal responsibilities
to
the
other person; 2. A legal obligation, either
due now or at some time in the future. 1. A contract governing the Under the new ​loan extension of funds from arrangement​, one party to another with short-term
borrowing
the agreement that the has to be repaid within 17.
Loan
Perjanjian
Agreement
Hutang Piutang
money will be repaid;
a
12-
to
24-month
2. A loan agreement states period. the
interest
repayment
rate,
the
period,
the
collateral (if any) and any special terms. 1. A
document
which 1. In April, the two
generally is not intended
countries signed a
to be legally binding but,
memorandum
if
understanding ​on
meeting
the
other
criteria, can be, in law, a contract. 2. An Memorandum 18.
of
Nota
Understanding
Kesepahaman
(MoU)
trade cooperation; 2. MBf
agreement between
of
signed
a
two parties, usually two
memorandum
of
companies, outlining the
understanding
to
rights and responsibilities
the effect yesterday.
each has for a particular venture or project. 3. An MoU is intentionally vague and is usually the first step toward a full contract.
Negotiations
generally continue after the
MoU
is
signed.
However, an MOU is
BOC
Capital and
more formal and legally binding than a handshake agreement
and
is
enforceable in a court of law. Any
participant
in
an 1. To
refer
to
Agreement or Litigation, one
contracting party in
who holds the obligations and
the
receives the benefits of a
either
legally binding agreement.
available
Agreement, use
Party
Para Pihak
the
reference
(e.g.
19.
a
Seller,
Licensee,
Service
Provider,
Lender,
Purchaser
or
Shareholder); 2. Alternatively,
it
could refer to the form of the legal entity of the party (Company; Corporation). An agreement typically used to The grantors typically create a security interest in enter into the ​pledge equity 20.
Pledge Agreement
Perjanjian Gadai
interests
(including agreement
with
a
capital stock, LLC interests, collateral agent, which and partnership interests) and is acting on behalf of promissory notes.
lenders syndicated
under
a loan
agreement. 21.
Precedent
Preseden/ Peristiwa yang
1. A condition or event that An insurance contract must come to pass before may require the insurer
mendasari prestasi
a
specific
contract
is to pay to rebuild the
considered in effect or any customer’s home if it is obligations are expected of destroyed by fire during either party; 2. An
the policy period. The
event which must fire
occur,
unless
is
condition
a
its precedent.
non-occurrence
The
fire
is must occur before the
excused,
before insurer is obligated to
performance
under
a pay.
contract becomes due, i.e., before
any
contractual
duty exists. 1. An
Settlement
agreement, or the The
document
which Agreement has been
articulates the agreement, duly
and
validly
which sets or resolves executed and delivered rights;
by each of the parties to
2. The process in which a it, is significant, and buyer makes payment and constitutes valid and receives the agreed-upon binding obligations of 22.
Settlement
Penyelesaian
good or service. This term Seller
and
is used on exchanges to Affiliate
and
indicate when a security enforceable actually changes hands, Seller
Seller
and
against Seller
which often occurs several Affiliate following the days after a trade is made;
terms therein.
3. The transfer of the deposit (for the seller) or cash (for the buyer) to complete a secure transaction. 23.
Subrogation
Subrogasi
1. The substitution of one Along
with
seeing
person to the rights of utilities get out from another;
under the burden of
2. A right held by most wildfire risk, insurers insurance
carriers
to would effectively have
legally pursue a third party to sign on for deep that caused an insurance subrogation discounts loss to the insured. This is on future fires. done
to
recover
the
amount of the claim paid by the insurance carrier to the insured for the loss. 1. A clause stating that the Agreement will end after a specific date; 2. A
measure
within
an
that the law shall cease to
24.
Sunset Clause
Klausul Batas Waktu
a
be transparent and strictly
agreement that provides affect
1. State funding must
specific
date
limited
under a ten-year 'sunset clause'. 2. In
addition
to
reducing the final
unless further legislative
income
action is taken to extend
from 1% to 0.5%,
the law;
this
3. A provision of law that it will
automatically
tax
MSME
rate tax
regulation will also
be
apply time-limited
terminated after a fixed
final PPh in the
period
sunset clause.
unless
it
is
extended by law; 4. A statement in the contract of sale that effectively puts a time limit on the contract's validity. If the settlement has not taken place by the end date
included in the clause, both parties are legally entitled to walk away from the contract. 1. To waive one’s rights e.g., A failure by either means
to
intentionally party to take action to
give up one's rights. 25.
Pengenyampingan
Waiver
/Pelepasan
2. An
enforce its rights does
intentional not constitute a waiver
relinquishment
or of any right or remedy
abandonment of a known under this Agreement right or privilege.
unless it is in writing signed by the party granting the waiver.
Sources Black’s Law Dictionary 9th Edition Cambridge Dictionary, (https://dictionary.cambridge.org/dictionary/english accessed on 24th November 2020) Law Insider, (https://www.lawinsider.com/clause accessed on 24th November 2020) Legal Information Institute, (https://www.law.cornell.edu/wex/ accessed on 24th November 2020) Merriam Webster Dictionary, (https://www.merriam-webster.com/dictionary accessed on 6th July 2020) Thomson Reuters, (https://uk.practicallaw.thomsonreuters.com accessed on 24th November 2020) ______________,
(https://legal.thomsonreuters.com/en/insights/articles/
accessed
November 2020) Victoria Law Foundation, Legal Glossary (https://victorialawfoundation.org.au/sites/default/files/attachments/Legal-glossary_0.pdf accessed on 5th July 2020)
on
24th