This really depends on the parties themselves, but we wouldn't say it is customary to prepare a letter of intent or term sheet. Parties often move to full documentation directly. Where such letter of intent or term sheet is prepared, it depends on the terms of those agreements whether and to what extent they are binding on the parties. Generally, we see parties electing to award a binding effect to provisions on timing, governing law and costs, but not to the other (more substantive) provisions. Indonesian law does not specifically regulate whether a letter of intent or term sheet is binding on both parties, but there have been Supreme Court cases providing that term sheets must be interpreted in good faith even though they were expressed to be non-binding.

• Exclusivity: Exclusivity provisions are commonly included in letters of intent or term sheets.
• Break fee: Break fees are rarely seen, certainly not in a term sheet.
• Confidentiality: It is more common to draft a confidentiality agreement as a separate document.

Indonesian law requires a party to enter into a contract in good faith, but it is silent on whether the negotiation should be in good faith.

However, parties who abuse a stronger bargaining position and induce another party to enter into a contract may face scrutiny in accordance with the concept of abuse of circumstances (misbruik van omstandigheden) which the weaker party could raise with the appropriate dispute settlement forum (court or arbitral tribunal).