FROM REMEDIAL CLAUSES TO PREVENTIVE CONTRACTUAL GOVERNANCE: RECONSTRUCTING DEFAULT CLAUSES IN INDONESIAN COOPERATION AGREEMENTS
Abstract
Contractual default clauses are commonly treated as remedial provisions that become operative only after a breach has occurred. Yet generic drafting that fails to define performance standards, notice requirements, opportunities to cure, and proportionate consequences may itself generate interpretive uncertainty and intensify contractual disputes. This study examines the legal position of contractual default clauses as instruments for protecting the parties to cooperation agreements and develops a design framework capable of operating preventively. It employs normative-prescriptive (doctrinal) legal research using statutory, conceptual, and case approaches. Primary legal materials comprise relevant provisions of the Indonesian Civil Code governing default, damages, termination, contractual validity, binding force, and good faith; secondary materials consist of contract-law doctrine and legal scholarship on default, force majeure, legal protection, contract drafting, and dispute resolution. The materials are analysed through normative inventory, systematic interpretation, comparison of doctrinal and case-based arguments, and prescriptive synthesis. The findings indicate that default clauses perform preventive, protective, and legal-certainty functions, but that these functions depend on the integration of objectively verifiable performance standards with structured responses to non-performance.