Agency Referral Agreement Template for Indonesia

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Key Requirements PROMPT example:

Agency Referral Agreement

"I need an Agency Referral Agreement for my Jakarta-based software company to engage local agents who will refer potential enterprise clients to us, with a tiered commission structure based on deal size and a minimum target of 5 qualified referrals per quarter starting March 2025."

Document background
The Agency Referral Agreement is essential for businesses looking to expand their market presence in Indonesia through referral partnerships. This document type is commonly used when a company (the principal) wishes to engage independent agents to identify and refer potential business opportunities or clients, in exchange for commission-based compensation. The agreement must comply with Indonesian legal requirements, including the Indonesian Civil Code (KUHPer), commercial regulations, and agency-specific laws. It typically includes detailed provisions for referral processes, commission structures, territorial rights, compliance requirements, and dispute resolution mechanisms. The agreement is particularly important in the Indonesian market where business relationships often rely heavily on local connections and intermediaries, while ensuring all arrangements are properly documented and legally compliant.
Suggested Sections

1. Parties: Identification of the Principal and Agent, including their full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and their intentions to enter into an agency referral relationship

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Referral', 'Qualified Lead', 'Territory', and 'Commission'

4. Appointment and Scope: Terms of agent appointment, scope of authority, territory coverage, and exclusivity/non-exclusivity provisions

5. Agent's Rights and Obligations: Detailed responsibilities of the agent, including lead generation, reporting, and compliance requirements

6. Principal's Rights and Obligations: Principal's commitments, support provisions, and obligations to the agent

7. Commission Structure: Detailed commission calculations, payment terms, and conditions for commission eligibility

8. Referral Process: Step-by-step process for submitting and handling referrals, including qualification criteria

9. Term and Termination: Duration of the agreement, renewal terms, and grounds for termination

10. Confidentiality: Protection of confidential information and trade secrets

11. Non-Competition and Non-Solicitation: Restrictions on competitive activities and client solicitation

12. Intellectual Property: Ownership and usage rights of trademarks, logos, and marketing materials

13. Representations and Warranties: Standard representations and compliance with Indonesian law

14. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Training and Support: Details of training programs and ongoing support provided by the principal - include when significant product/service knowledge is required

2. Marketing and Promotion: Guidelines for marketing activities and cost sharing - include when agent will conduct marketing activities

3. Performance Targets: Specific KPIs and minimum performance requirements - include when measuring agent performance is crucial

4. Data Protection: Specific provisions for handling personal data - include when dealing with personal information of referred clients

5. Insurance: Requirements for professional indemnity and other insurance - include for high-risk industries

6. Sub-Agents: Terms for appointing sub-agents - include when sub-agents might be needed

7. Force Majeure: Provisions for unforeseen circumstances - include for long-term agreements or volatile markets

8. Compliance with Anti-Corruption Laws: Specific anti-corruption provisions - include when dealing with government contacts or high-risk sectors

Suggested Schedules

1. Schedule 1 - Commission Structure: Detailed breakdown of commission rates, tiers, and calculation methods

2. Schedule 2 - Territory Definition: Specific geographical or market segment definitions for the agent's territory

3. Schedule 3 - Products/Services: List of products or services covered by the referral agreement

4. Schedule 4 - Referral Qualification Criteria: Detailed criteria for qualifying leads and referrals

5. Schedule 5 - Reporting Templates: Standard forms for referral submission and activity reporting

6. Schedule 6 - Marketing Guidelines: Approved marketing practices and brand usage guidelines

7. Appendix A - Contact Details: Key contact information for both parties

8. Appendix B - Required Documentation: List of documents required for referral processing

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Real Estate

Insurance

Technology and Software

Professional Services

Manufacturing

Healthcare

Education

Telecommunications

Construction

Consulting Services

Tourism and Hospitality

Import/Export

Retail and Distribution

Business Services

Relevant Teams

Legal

Business Development

Sales

Compliance

Operations

Commercial

Finance

Partnership Management

Contract Administration

Risk Management

Relevant Roles

Business Development Manager

Sales Director

Channel Partner Manager

Legal Counsel

Compliance Officer

Commercial Director

Partnership Manager

Chief Executive Officer

Managing Director

Operations Manager

Regional Sales Manager

Account Executive

Business Development Representative

Contract Manager

Chief Commercial Officer

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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