Agent Client Agreement Template for Indonesia

A comprehensive legal agreement governed by Indonesian law that establishes and regulates the relationship between a principal and their appointed agent. The document outlines the scope of the agent's authority, territory, commission structure, and obligations while ensuring compliance with Indonesian Civil Code (KUHPer) and relevant commercial regulations. It includes specific provisions for performance standards, reporting requirements, and territory restrictions, along with mechanisms for dispute resolution under Indonesian jurisdiction.

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What is a Agent Client Agreement?

The Agent Client Agreement is a crucial document for businesses operating in Indonesia who wish to expand their market presence through appointed representatives. This agreement, governed by Indonesian law including the Civil Code (KUHPer) and Commercial Code (KUHD), establishes the formal relationship between a principal and their agent, defining the agent's authority to act on behalf of the principal in specified territories or markets. It's particularly important for foreign companies entering the Indonesian market or local companies expanding their distribution networks. The document addresses key aspects such as commission structures, performance expectations, territory rights, and compliance with local regulations, while providing clear guidelines for both parties' obligations and rights.

What sections should be included in a Agent Client Agreement?

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

2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the agency relationship

3. Definitions: Key terms used throughout the agreement, including specific Indonesian legal and commercial terms

4. Appointment and Scope: Formal appointment of the agent and detailed scope of authority, including territory and products/services covered

5. Term and Renewal: Duration of the agreement, commencement date, and renewal provisions

6. Agent's Rights and Obligations: Comprehensive listing of agent's duties, responsibilities, and entitlements

7. Principal's Rights and Obligations: Principal's commitments, support obligations, and rights in relation to the agent

8. Commission and Payment Terms: Commission structure, calculation method, payment terms, and currency provisions

9. Intellectual Property: Usage rights and restrictions regarding trademarks, trade names, and other IP

10. Confidentiality: Protection of confidential information and trade secrets

11. Non-Competition and Non-Solicitation: Restrictions on competitive activities during and after the agreement

12. Termination: Grounds for termination, notice requirements, and consequences of termination

13. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms

14. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments

What sections are optional to include in a Agent Client Agreement?

1. Performance Targets: Specific sales or performance targets, used when the principal wants to set measurable objectives

2. Marketing and Promotion: Specific obligations regarding marketing activities, included when agent has promotional responsibilities

3. Training Requirements: Details of required training programs, included when specific product or service knowledge is essential

4. Inventory Requirements: Stock holding obligations, included for product-based agency relationships

5. Insurance: Specific insurance requirements, included when agent handles valuable products or provides high-risk services

6. Compliance with Anti-Corruption Laws: Detailed anti-corruption provisions, included for international or high-value agreements

7. Data Protection: Specific data handling requirements, included when personal data processing is involved

8. Sub-Agents: Terms for appointing sub-agents, included when sub-agency arrangements are permitted

What schedules should be included in a Agent Client Agreement?

1. Schedule 1 - Territory: Detailed description of the geographical territory covered by the agency

2. Schedule 2 - Products/Services: Comprehensive list of products or services covered by the agency agreement

3. Schedule 3 - Commission Structure: Detailed commission calculations, rates, and examples

4. Schedule 4 - Performance Metrics: Specific KPIs, targets, and measurement criteria

5. Schedule 5 - Operating Procedures: Detailed operational procedures and requirements

6. Appendix A - Required Forms: Standard forms for orders, reports, and other routine communications

7. Appendix B - Brand Guidelines: Guidelines for use of principal's branding and marketing materials

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

Jurisdiction

Indonesia

Publisher

Genie AI

Document Type

Agency Agreement

Cost

Free to use

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