Please review this agreement that lays out the terms of a management company to manage a shared apartment complex in Bali. Please call out anything that doesnt look right under Indonesian law and any points you think need further negotiation.
MANAGEMENT AND SHARED FACILITIES AGREEMENT NUMBER _________

This Management and Shared Facilities Agreement (the “Agreement”) has been signed by __-__-____ (________________________________________) between:

1.	PT BREIG JAYA PROPERTI represented by the Director Ms PRADISTA ANGGRAINI, born in Blitar, on 19-07-1997 (nineteenth of July nineteen ninety seven), Indonesian citizen, holder of Indonesian Identification Card Number 


Hereinafter referred to as the “AGENT”. 

2.	Ms KATIE CRUICKSHANKS, born in United Kingdom, on 07-01-1987 (seventh of January nineteen eighty seven), Citizen of United Kingdom, Private person, holder of a British Passport Number  valid until 18-02-2033 (eighteenth of February two thousand thirty three);


Hereinafter referred to as the “OWNER”.

The AGENT and the OWNER are hereinafter referred to individually as the “PARTY” and collectively as the “PARTIES”. 

The PARTIES hereby declare as follows:


Whereas, the mutual obligations and promises set forth in this Agreement, the OWNER hereby enters into an agreement with the AGENT, and the AGENT hereby enters into an agreement with the OWNER for the rental and management of the property described below, as well as any other property that the OWNER and the AGENT may from time to time agreed in writing in the form of addendum to this Agreement.

Hereinafter referred to as the “APARTMENT”. 


CHAPTER 1 
APARTMENT DETAILS

The APARTMENT known as Elysium LOT 2.2.23 measuring ±34 M2 (approximately thirty four square meters) is located on the 2 floor of a building measuring ±5.591 M2 (approximately five thousand five hundred and ninety one square meters).

Hereinafter referred to as the “BUILDING”. 


CHAPTER 2 
DURATION OF AGREEMENT

The Agreement shall enter into force upon signing by the PARTIES of the First Handover Minutes and shall end on 11-05-2053 (eleventh of May two thousand fifty three). If one of the PARTIES decides to terminate this Agreement before the expiry date, the PARTIES should inform each other no later than 60 (sixty) days before the date of the termination. This Agreement cannot be terminated before the end of the next reporting period following the current one. The reporting period is a period of one calendar month.




CHAPTER 3 
AGENT’S FEE

For services rendered under this Agreement, the OWNER shall pay the AGENT a compensation calculated as 15% (fifteen percent) of the total amount of bookings paid by clients in the current month, for a period of 2 (two) years from the date of signing the First Handover Protocol. After this period, the OWNER shall pay the AGENT a compensation calculated as 18% (eighteen percent) of the total amount of bookings paid by clients in the current month. The compensation shall be paid once every 3 (three) months, no later than the 10th (tenth) day of each respective month.



CHAPTER 4
PROFIT SHARING

1.	To ensure efficient management of the APARTMENT, a rental pool will be created under the conditions described below. To leave the rental pool at the OWNER's request or in the case of independent residence, the OWNER must notify the AGENT in writing at least 6 (six) months in advance.


2.	ELYSIUM 2ND BLOCK. Any profit and all costs for each OWNER are distributed in equal shares among all OWNERS of the APARTMENT in accordance with the number of floors and type characteristics of the APARTMENT specified in this Agreement.



CHAPTER 5
RESPONSIBILITIES OF THE AGENT

During the time this Agreement is in effect, the AGENT shall:

1.	Manage the APARTMENT to the best of AGENT’s ability, devoting thereto such time and attention as may be necessary;

2.	Offer the APARTMENT for rent in compliance with all applicable federal and state laws, regulations and ethical duties, including but not limited to, those prohibiting discrimination on the basis of race, color, religion, sex, national origin, handicap, familial status or sexual orientation in the leasing of the APARTMENT;



3.	Make a photo shoot of the APARTMENT with a professional photographer at the expense of the OWNER;

4.	Listing the APARTMENT with online booking services;

5.	Collect all rent payments and other amounts due under lease agreements with tenants and provide receipts for amounts so collected;



6.	Prepare a report 1 (one) time per 3 (three) months and send to the OWNER by email indicating gross revenue and all expenses per 3 (three) months no later than the 10 (tenth) day;


7.	Make or cause to be made any repairs which in the judgment of the AGENT may be necessary to preserve, maintain and protect the APARTMENT and the BUILDING, provided that the AGENT may not make any repairs that exceed USD 200 (two hundred United States Dollars) without prior approval of the OWNER, except that in the event of an emergency, the AGENT may make any expenses on behalf of the OWNER that are necessary to preserve the APARTMENT and the BUILDING or prevent further damage without prior approval of the OWNER;




8.	Respond to requests and complaints from tenants and carry out the responsibilities imposed on the OWNER by leases, tenants or any local, state or federal laws or regulations, including the authority to purchase such supplies and hire such labor as may be necessary in the opinion of the AGENT, to carry out any necessary repairs;



9.	Be responsible for communicating with current and future guests of the APARTMENT at the booking stage and during their stay, including service, airport pick-up (for extra charge or included in the staying price), check-in, check-out and organizing activities for guests;



10.	Negotiate with tenants for a partial refund if in AGENT's reasonable opinion the tenant's use of the APARTMENT has resulted or will in the future result in the unfavorable condition of the APARTMENT and / or the BUILDING as a result of a defect (for example, electrical, plumbing, sanitary or ventilating facilities, or a major appliance that cannot be repaired within as soon as possible);



11.	Hire, promote, fire, pay salary and replace if necessary and supervise all the staff employed in the BUILDING.





CHAPTER 6
RESPONSIBILITIES OF THE OWNER

During the term of this Agreement, the OWNER undertakes to:

1.	Not limit the duration of any repair work to eliminate defects during the defects liability period, or work to eliminate defects upon transfer of the APARTMENT, and does not create an obligation to compensate for any alternative costs associated with the fact that during the period of such work the APARTMENT cannot be used for commercial purposes or for living;




2.	Be responsible for all costs associated with the maintenance and operation of the APARTMENT in accordance with the terms of the lease or any local, state or federal law or regulation;

3.	In the event that the OWNER requests any changes in layout, renovation or any other aspect related to the construction work, in addition to the basic cost of the changes, the OWNER agrees to incur an additional charge of 35% (thirty five percent) of the total cost of those changes. Furthermore, if the OWNER requests the purchase of additional items, an extra charger of 5% (five percent) of the item’s value will be applied;

4.	Take no action that would prohibit the AGENT from making the APARTMENT available for rental in accordance with all applicable federal and state laws, regulations and ethical obligations, including, without limitation, prohibiting discrimination on the basis of race, color, religion, sex, national origin, handicap, familial status or sexual orientation in the leasing of the APARTMENT;


5.	Be responsible for the timely payment of all APARTMENT taxes, mortgage payments, government or the OWNER’s association dues associated with the APARTMENT, and any other charges which could become a lien against the APARTMENT, and for promptly notifying the AGENT in the event that the OWNER receives any - notice(s) from the holder of any loan or from any other lien holder of any kind of non-payment of payment, threat of foreclosure or commencement of foreclosure proceedings;



6.	Give the AGENT the right to use the APARTMENT for connection to the supply or discharge of electricity, gas, water, waste water, energy, telecommunications, data transmission and all other services and utilities, as well as to all structures, machines and equipment, ancillary works to these utilities located in the APARTMENT for the benefit of common areas and all APARTMENT in the BUILDING;

7.	Give the AGENT the right to install, repair, maintain, renew, inspect, replace or reroute any facilities for the supply or discharge of electricity, gas, water, waste water, power, telecommunications, data transmission and all other services and utilities, and all structures, machinery and equipment, ancillary works to these utilities, roads and other access or fencing within the common areas and / or the exterior of the BUILDING for the benefit of the common areas and all APARTMENT in the BUILDING;



8.	Give the AGENT the right to care for all trees, plants, shrubs and other landscaping elements located on the territory of the BUILDING, as well as the right to access, plant, install, trim, cut down, work or maintain in good condition the plants.

In the event the OWNER decides to do rental investment and chooses to use the APARTMENT for commercial use, the OWNER undertakes to:


9.	Incur pre-opening costs, which include setting up Airbnb and / or other e-commerce platforms, as well as all other fees that will be incurred during the pre-opening period. The AGENT will provide a report with such operating expenses and deduct them from first income before opening;

10.	Provide the permit to the AGENT to withdraw the funds from the monthly revenue for the monthly expenses;

11.	Agree for the AGENT to set prices for daily rentals during all the periods at his discretion;


12.	Pay monthly operating expenses as described below:

a.	Internet;
b.	Electricity;
c.	Drinking Water;
d.	Laundry;
e.	Gas (optional);
f.	Banjar fee;
g.	Garbage collection;
h.	Welcome benefits (flowers & fruits basket);
i.	Other (toilet treats, cleaning products, pool chemicals, etc.);
j.	Maintenance fees and required materials;
k.	Monthly rental taxes of the APARTMENT;
l.	Maintenance of the common areas: road, public greenery, gutter, street lighting, security, signboards;
m.	Relevant taxes.




In the event that the OWNER does not invest in rent and decides to use the APARTMENT for personal purposes, the OWNER undertakes:

13.	If the OWNER'S APARTMENT are unavailable or the OWNER wishes to stay at another APARTMENT equivalent to the OWNER'S APARTMENT, the AGENT will always try to accommodate the OWNER;

14.	If in the future the OWNER wishes to rent out the APARTMENT, the OWNER agrees to allow the AGENT and / or the tenant to enter the APARTMENT for inspection;

15.	Pay mandatory fees as described below:


a.	Security;
b.	Cleaning of public area;
c.	Banjar fee;
d.	Garbage collection.


16.	Pay monthly fee for operating the APARTMENT as described below:

a.	Engineering (optional);
b.	Pool and garden maintenance including cost of chemicals for the pool;
c.	Laundry.

17.	Pay monthly operating expenses as described below:

a.	Internet;
b.	Electricity;
c.	Maintenance fees and required materials;
d.	Maintenance of the common areas: road, public greenery, gutter, street lighting, security, signboards;
e.	Water deep well.


20.	The OWNER has the right to independent residence in the APARTMENT subject to payment of the cost in accordance with the schedule specified in CHAPTER 3 of The Binding Agreement Regarding Apartment Rental Number ______-__. In the event of non-payment or delay in payment of the cost of The Binding Agreement Regarding Apartment Rental Number ______-__ the AGENT has the right to restrict the OWNER from independent residence in the APARTMENT, and all profits from renting out the APARTMENT will belong to the AGENT and will be used as payment of the cost of The Binding Agreement Regarding Apartment Rental Number ______-__ from the OWNER to the AGENT until the OWNER has paid the cost of The Binding Agreement Regarding Apartment Rental Number ______-__ in full.

21.	In the event that the APARTMENT is ready for commissioning in accordance with The Binding Agreement Regarding Apartment Rental Number ______-__, but the OWNER has not yet paid the cost of The Binding Agreement Regarding Apartment Rental Number ______-__, then all profit from renting out the APARTMENT will belong to the AGENT and will be used as payment of the cost of The Binding Agreement Regarding Apartment Rental Number ______-__ from the OWNER to the AGENT until the OWNER has paid the cost of The Binding Agreement Regarding Apartment Rental Number ______-__ in full.
CHAPTER 7
USE OF THE APARTMENT

1.	The OWNER is not permitted to install a garage or other building along the driveway and in the parking area.

2.	The OWNER does not have the right to dismantle the BUILDING and its elements, carry out construction work affecting the external architecture of the BUILDING, elements of internal design, finishing of APARTMENT and interior, as well as the structure of the BUILDING, or engineering systems, the change of which may lead to disruption of the functioning of the other premises in the BUILDING or to a decrease in commercial attractiveness or a potential decrease in rental revenue, unless these works have been agreed and approved by the PARTIES, which should be recorded in an addendum.

3.	The OWNER is not permitted to use the balcony in the APARTMENT for storing personal items, furniture or livestock, as well as anything that can disrupt the concept of the appearance of the BUILDING and affect its aesthetic perception. The OWNER undertakes to maintain the balcony in the APARTMENT in proper condition, preventing mismanagement of it, and to respect the rights and legitimate interests of neighbors living in the BUILDING.


4.	The cost of any services necessitated by the willful or negligent act or omission of any PARTY hereto or of any of its occupants, employees, agents, contractors, licensees or invitees shall be paid by that PARTY and not included in the common area costs that are allocated and paid by the PARTIES.

CHAPTER 8
INSURANCE

1.	The OWNER can obtain insurance for the APARTMENT, and the AGENT undertakes to assist in completing the necessary documentation.

2.	During the term of this Agreement, the AGENT shall always procure and maintain insurance of the APARTMENT with a reputable insurance company, whereby the AGENT shall be the registered beneficiary on behalf of the OWNER.



CHAPTER 9
OWNER SERVICE BY AGENT

1.	The AGENT provides housekeeping services which includes daily cleaning duty of the APARTMENT, such as dishwashing, changing bed sheets, refilling shampoo bottles, collecting laundry. The cost of housekeeping includes the cost of a standard set of chemicals and tools for daily cleaning duty.


2.	The AGENT provides repair services. Engineering staff will be in charge on site to be able to give the OWNER fast response if there are any problems with the APARTMENT’s electronics or plumbing.

3.	The AGENT provides laundry services. The cost will depend on the amount of washing provided by the AGENT each month. This service is optional.

4.	The AGENT provides pool cleaning and garden maintenance services. This service will be provided 2 (two) times a week. The fee for this service is included in the cost of the tools and chemicals used.


CHAPTER 10
USE OF THE PROPERTY BY THE OWNER

1.	The OWNER agrees that neither he nor any other person acting at the OWNER’s direction shall enter the APARTMENT for any purpose while it is occupied by a tenant, without reasonable notice to the AGENT or tenant and scheduling by the AGENT or tenant for such entrance.


2.	The OWNER has the right to use the APARTMENT on days free from reservations by the tenant, subject to notification to the AGENT 6 (six) months prior to the expected date of arrival. During this period, the OWNER shall not pay the AGENT’s fees and shall not receive any profit, however, the OWNER will still be obligated to pay the expenses specified in CHAPTER 6.


3.	If the OWNER's APARTMENT is unavailable or OWNER wishes to stay at another AGENT unit equivalent to the APARTMENT, AGENT will always attempt to accommodate OWNER.



CHAPTER 11
SANCTIONS AND PENALTY

1.	The OWNER is prohibited from hiring BREIG management staff or former BREIG staff for a period of 5 (five) years from the date of termination of the staff from BREIG. If it is discovered that the OWNER violates this condition, the AGENT has the right to take legal action.

2.	The OWNER is prohibited from carrying out commercial activities for the purpose of managing the APARTMENT built by the BREIG. In the event that it is found out that the OWNER independently carries out the business of renting the APARTMENT to other person (receives commercial benefits from placing other person in the APARTMENT or deprives the AGENT of the opportunity to rent the APARTMENT for profit), then the OWNER is subject to a fine of USD 30 per day for the entire period of violation, otherwise the AGENT may limit or terminate the provision of services and fulfillment of management obligations of the APARTMENT under this Agreement, or limit other person access to the common area / access routes to the APARTMENT, which are legally owned or leased / subleased by the AGENT or persons and / or companies accredited with it.



CHAPTER 12
PAYMENTS

1.	All payments to the OWNER should be calculated on the exchange rate of the AGENT's bank. The OWNER agrees to pay all applicable bank fees for transfers made by the AGENT to the OWNER.

2.	The AGENT pays the profit to the OWNER once every 3 (three) months within 5 (five) days from the moment the OWNER confirms the report specified in paragraph 6 of CHAPTER 5.


3.	The PARTIES may add another payment method, drawn up in writing as attachments to this Agreement.


CHAPTER 13
EXCLUSIVITY

The OWNER agrees that AGENT is the exclusive rental AGENT for the APARTMENT and that no other person, including the OWNER, will offer the APARTMENT for rent while this Agreement is in effect. Any rental payment received by the OWNER or any other person shall be transferred to the AGENT and subsequently recorded as if it had originally been accepted by the AGENT, including the deduction of any fees due to the AGENT under this Agreement.




CHAPTER 14
TERMINATION OF THIS AGREEMENT

1.	If either PARTY fails to fulfill its obligations under this Agreement, the other PARTY has the right to terminate this Agreement. Either PARTY shall provide written notice to the defaulting PARTY within 60 (sixty) days and this Agreement may be terminated if obligations remain unfulfilled.


2.	If the OWNER decides to terminate this Agreement before the date of its expiration, the OWNER agrees to continue to pay the mandatory cost specified in point 14 CHAPTER 6 of this Agreement for each month.


3.	In the event that the OWNER decides to transfer the rights under the Binding Agreement Regarding Apartment Rental Number ______-__ to another person, then this Agreement may be terminated and the OWNER's successor undertakes to enter into a new Management and Shared Facilities Agreement.

4.	Upon termination of this Agreement by either PARTY, the PARTIES shall take necessary steps to settle all accounts between them, including, but not limited to, the following:



a.	The AGENT shall promptly provide to the OWNER all existing rent less any fees due to the AGENT and an amount sufficient to cover all other outstanding expenses of the AGENT incurred in connection with the operation of the APARTMENT;



b.	The OWNER shall promptly pay the AGENT any fees or amounts due to the AGENT under this Agreement and shall reimburse the AGENT for any expenses incurred and due at the time of termination of this Agreement;

c.	If the OWNER decides to terminate this Agreement before the date of its expiration, the OWNER agrees to handle all confirmed bookings at the time of termination of this Agreement. If the OWNER violates this term, the OWNER agrees to pay all the penalties for the cancellation of such bookings.





CHAPTER 15
FORCE MAJEURE 

1.	Any failure or delay by either PARTY in performing its obligations under this Agreement due solely to causes beyond the control of the PARTIES, including earthquakes, storms, floods, fires, landslides, strikes, bombings, wars, riots, insurrections, pandemics, border closures, any government action to change the rules for entry of tourists, or to change the procedure for issuing construction permits, rules for commissioning or any other circumstances beyond the control of the affected PARTY shall be considered a Force Majeure and / or a decision by the Government of Indonesia on a natural disaster of national importance. COVID-19 shall not be considered a Force Majeure under this Agreement.




2.	For the avoidance of doubt, Force Majeure do not include:

a.	Financial difficulties or inability of either PARTY to make a profit or avoid financial losses;

b.	Changes in prices or market conditions;

c.	Financial inability of the PARTIES to fulfill their obligations under this Agreement.


3.	In the event of a Force Majeure, all rights and obligations of the PARTIES based on this Agreement shall remain in force and bind the PARTIES.

4.	In the event of a Force Majeure, either PARTY experiencing the Force Majeure shall notify the other PARTY in writing no later than 14 (fourteen) calendar days from the occurrence of the Force Majeure.


5.	If the PARTY experiencing the Force Majeure fails to notify the other PARTY, it shall be deemed that the Force Majeure did not occur and the PARTY experiencing the Force Majeure shall continue to fulfill all of its obligations under this Agreement.


6.	The PARTIES shall make every effort to mitigate and minimize the risk and consequences of Force Majeure in order to fulfill their obligations under this Agreement.



CHAPTER 16
OTHER

1.	The AGENT can transfer or assign any of its rights and / or obligations under this Agreement to any person with written notification to the OWNER. The OWNER may not transfer or assign any rights and / or obligation without prior written consent of the AGENT.



2.	This Agreement contains the entire agreement of the PARTIES and supersedes all prior written and oral proposals, understandings, agreements and statements included herein. No amendment or modification to this Agreement shall apply except in writing and shall be enforceable by all PARTIES of this Agreement. 


3.	The PARTIES agree that this Agreement shall be governed by and construed in accordance with the laws applicable in Bali, Indonesia and that in the event of a dispute, any legal action may only be instituted in the country in which the APARTMENT is located.

4.	In accordance with Indonesian Law Number 24 (twenty four) of 2009 (two thousand nine) regarding the National Flag, Language, Emblem and National Anthem of the Republic of Indonesia (the “Indonesian Language Law”) this Agreement has been entered into in a bilingual Bahasa — English form. The two language versions are regarded as being legally equivalent. In the event of any conflict between the two language versions, the Bahasa language version will take precedence.

5.	The PARTIES are released from liability for non-performance and improperly implement this Agreement if such non-performance or improper implementation is caused by force majeure circumstances that the PARTIES could neither foresee nor prevent. Force majeure circumstances in the context of this Agreement are any natural disasters (fire, flood, earthquake and other natural disasters), as well as military and terrorist acts, wars and similar events, as well as strikes, pandemics.

OWNER
PEMILIK,

Ms KATIE CRUICKSHANKS, born in United Kingdom, on 07-01-1987 (seventh of January nineteen eighty seven), Citizen of United Kingdom, Private person, holder of a British Passport Number 138304044 valid until 18-02-2033 (eighteenth of February two thousand thirty three)

Nona KATIE CRUICKSHANKS, lahir di Inggris, pada tanggal 07-01-1987 (tujuh Januari seribu sembilan ratus delapan puluh tujuh), Warga Negara Inggris, Swasta, pemegang Paspor Negara Inggris Nomor 138304044, yang berlaku sampai dengan tanggal 18-02-2033 (delapan belas Februari dua ribu tiga puluh tiga)