Direct Sales Agreement Template for Indonesia

The Direct Sales Agreement is a crucial document used to establish and govern the legal relationship between companies (typically manufacturers or suppliers) and individuals or entities engaged in direct selling activities in Indonesia. This agreement is essential for businesses operating under Indonesia's direct selling regulations, particularly Minister of Trade Regulation No. 32/M-DAG/PER/8/2008 and related laws. The document covers all aspects of the direct selling relationship, including appointment terms, territory rights, product ordering and handling, pricing structures, commission arrangements, marketing guidelines, and compliance requirements. It's specifically designed to align with Indonesian legal requirements while protecting both parties' interests and ensuring clear operational guidelines. The agreement is particularly important given Indonesia's specific regulatory requirements for direct selling businesses and consumer protection laws.

1. Parties: Identification of the supplier/manufacturer and the direct seller, including complete legal names, registration numbers, and addresses

2. Background: Context of the agreement, brief description of the business relationship and intention of the parties

3. Definitions: Definitions of key terms used throughout the agreement, including technical terms, business-specific terminology, and Indonesian legal terms

4. Appointment and Territory: Terms of appointment of the direct seller and definition of the authorized sales territory

5. Products and Ordering: Description of products covered by the agreement and the ordering process

6. Prices and Payment Terms: Pricing structure, payment methods, currency, and payment timelines

7. Delivery and Risk: Terms for product delivery, transfer of risk, and logistics arrangements

8. Marketing and Promotion: Guidelines for marketing activities and promotional materials

9. Compliance Requirements: Compliance with Indonesian direct selling regulations and consumer protection laws

10. Representations and Warranties: Standard warranties regarding products and services, and representations by both parties

11. Term and Termination: Duration of the agreement and circumstances for termination

12. Confidentiality: Protection of confidential information and trade secrets

13. Dispute Resolution: Process for resolving disputes under Indonesian law

14. Governing Law: Specification of Indonesian law as governing law and jurisdiction

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