Corporate Agency Agreement Template for Indonesia

A comprehensive legal agreement governed by Indonesian law that establishes and regulates a commercial agency relationship between two corporate entities. The agreement defines the terms under which one company (the Agent) is authorized to act on behalf of another company (the Principal) in specified business activities within Indonesia. It includes detailed provisions on territory, commission structures, obligations of both parties, compliance requirements under Indonesian commercial law, and specific provisions for dispute resolution in accordance with Indonesian jurisdiction. The document incorporates necessary compliance elements with Indonesian agency regulations, including relevant provisions from the Indonesian Civil Code and Commercial Code.

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What is a Corporate Agency Agreement?

The Corporate Agency Agreement is a crucial legal instrument used when a company (Principal) wishes to appoint another company (Agent) to represent its interests and conduct business activities on its behalf in Indonesia. This document is essential for businesses expanding their operations in Indonesia while complying with local commercial laws and regulations. The agreement typically covers key aspects such as territory definition, scope of authority, commission structures, and compliance requirements under Indonesian law. It's particularly important for foreign companies entering the Indonesian market through local corporate agents, as it must comply with specific provisions of Indonesian agency laws, including the Indonesian Civil Code (Kitab Undang-undang Hukum Perdata) and relevant commercial regulations. The document should be carefully structured to address both commercial requirements and legal compliance, including necessary registrations and permits required under Indonesian agency regulations.

What sections should be included in a Corporate Agency Agreement?

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

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

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Scope: Terms of agent appointment, exclusivity status, and detailed scope of authority

5. Territory: Geographic area where the agent is authorized to act

6. Duration: Term of the agreement, including commencement date and renewal provisions

7. Agent's Rights and Obligations: Detailed responsibilities and authorities of the agent

8. Principal's Rights and Obligations: Detailed responsibilities and commitments of the principal

9. Commission Structure: Details of compensation, commission rates, and payment terms

10. Reporting and Accountability: Requirements for financial and activity reporting

11. Confidentiality: Provisions protecting confidential information of both parties

12. Non-Competition: Restrictions on competing activities during and after the agreement

13. Termination: Grounds and procedures for termination, including notice periods

14. Post-Termination: Rights and obligations that survive termination

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

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

What sections are optional to include in a Corporate Agency Agreement?

1. Intellectual Property Rights: Used when the agent will be using the principal's trademarks or other IP

2. Financial Handling: Required when the agent will collect or handle money on behalf of the principal

3. Insurance: Needed when specific insurance requirements are imposed on the agent

4. Inventory Management: Include when the agent will maintain product inventory

5. Training and Support: Required when the principal will provide specific training or support services

6. Marketing and Promotion: Include when the agent has specific marketing responsibilities or restrictions

7. Compliance with Foreign Laws: Necessary for cross-border agency relationships

8. Data Protection: Required when the agent will handle personal or sensitive data

9. Bank Guarantee: Include when financial security is required from the agent

10. Sub-Agents: Include when the agent may appoint sub-agents

What schedules should be included in a Corporate Agency Agreement?

1. Schedule 1 - Territory Description: Detailed description of the geographic territory, including any excluded areas

2. Schedule 2 - Commission Rates: Detailed breakdown of commission structures and calculation methods

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

4. Schedule 4 - Performance Targets: Specific sales targets or other performance metrics

5. Schedule 5 - Reporting Templates: Standard forms for required periodic reports

6. Schedule 6 - Operating Procedures: Detailed procedures for day-to-day operations and interactions

7. Schedule 7 - Authorized Representatives: List of named individuals authorized to act for each party

8. Appendix A - Required Licenses: Copies or details of mandatory licenses and permits

9. Appendix B - Insurance Requirements: Specific insurance types and coverage levels required

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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