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Client Exclusivity Agreement
"I need a Client Exclusivity Agreement for my technology consulting firm based in Jakarta, granting exclusive rights to provide AI development services to a major Indonesian bank for 3 years starting January 2025, with minimum revenue commitments and quarterly performance reviews."
1. Parties: Identification and details of the parties entering into the agreement
2. Background: Context of the agreement and the business relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Exclusivity: Detailed description of the exclusive rights and obligations granted
5. Term and Duration: Period of the agreement and any renewal provisions
6. Obligations of the Parties: Specific duties and responsibilities of each party under the agreement
7. Consideration: Financial terms and any other consideration for the exclusive arrangement
8. Confidentiality: Provisions for handling confidential information
9. Non-Circumvention: Provisions preventing parties from bypassing the exclusivity arrangement
10. Termination: Circumstances and procedures for ending the agreement
11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction details
12. Dispute Resolution: Process for resolving disputes between the parties
13. General Provisions: Standard boilerplate clauses required under Indonesian law
1. Minimum Purchase Requirements: Used when the exclusivity is tied to minimum purchase or performance targets
2. Territory Restrictions: Include when the exclusivity is limited to specific geographic areas
3. Sub-contracting Rights: Used when either party may need to involve third parties
4. Marketing and Promotion: Include when parties have specific marketing obligations or restrictions
5. Intellectual Property Rights: Used when the exclusive relationship involves IP licensing or usage
6. Change of Control: Include when agreement needs to address ownership changes in either party
7. Force Majeure: Used when parties want specific provisions for unforeseen circumstances
8. Insurance Requirements: Include when specific insurance coverage is required for the relationship
1. Schedule 1 - Products or Services: Detailed list of products or services covered by the exclusivity
2. Schedule 2 - Territory: Detailed description of geographic areas covered (if applicable)
3. Schedule 3 - Performance Metrics: Specific KPIs or targets related to the exclusive arrangement
4. Schedule 4 - Pricing and Payment Terms: Detailed pricing structure and payment conditions
5. Schedule 5 - Approved Sub-contractors: List of pre-approved sub-contractors (if applicable)
6. Appendix A - Company Policies: Relevant company policies that apply to the exclusive relationship
7. Appendix B - Compliance Requirements: Specific regulatory or compliance requirements under Indonesian law
Authors
Affiliate
Applicable Laws
Business Day
Confidential Information
Commencement Date
Competing Business
Exclusive Period
Exclusive Rights
Exclusive Territory
Effective Date
Force Majeure Event
Intellectual Property Rights
Licensed Products
Licensed Services
Minimum Performance Requirements
Parties
Products
Professional Services
Restricted Business
Services
Specified Client Base
Term
Territory
Trade Secrets
Working Hours
Year
Permitted Purpose
Related Entities
Restricted Period
Service Levels
Termination Date
Governing Law
Material Breach
Non-Circumvention Obligations
Grant of Exclusivity
Scope of Services
Term and Duration
Territory
Performance Obligations
Payment Terms
Exclusivity Restrictions
Non-Compete
Non-Solicitation
Confidentiality
Intellectual Property
Representations and Warranties
Compliance with Laws
Force Majeure
Termination Rights
Consequences of Termination
Notice Requirements
Assignment and Subcontracting
Dispute Resolution
Governing Law
Indemnification
Insurance
Record Keeping
Audit Rights
Amendment
Entire Agreement
Severability
Non-Circumvention
Change of Control
Data Protection
Anti-Corruption
Service Levels
Minimum Requirements
Reporting Obligations
Manufacturing
Technology
Professional Services
Distribution and Logistics
Consumer Goods
Industrial Products
Healthcare
Telecommunications
Energy
Financial Services
Retail
Agriculture
Mining and Resources
Construction
Creative Industries
Legal
Commercial
Business Development
Sales
Procurement
Operations
Compliance
Executive Leadership
Contract Administration
Corporate Affairs
Chief Executive Officer
Managing Director
Commercial Director
Business Development Manager
Legal Counsel
Contract Manager
Sales Director
Procurement Manager
Operations Director
General Manager
Country Manager
Regional Director
Compliance Officer
Partnership Manager
Account Executive
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