Exclusive Distribution Rights Agreement Template for Indonesia

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Key Requirements PROMPT example:

Exclusive Distribution Rights Agreement

"I need an Exclusive Distribution Rights Agreement for my Indonesian technology company to appoint a distributor in Jakarta and surrounding regions for our new line of smart home devices, with a minimum purchase commitment and a 3-year initial term starting March 2025."

Document background
The Exclusive Distribution Rights Agreement is a critical document used when a supplier/manufacturer wishes to grant exclusive rights to a distributor to sell and distribute their products within a specified territory in Indonesia. This agreement is essential for businesses establishing or maintaining distribution networks in Indonesia and must comply with various local regulations, including Law No. 7 of 2014 on Trade and competition laws. The document typically includes detailed provisions on exclusivity rights, territorial restrictions, performance obligations, compliance requirements, and protection mechanisms for both parties. It's particularly important in the Indonesian market where distribution relationships often require careful structuring to address local business practices, regulatory requirements, and market conditions. The agreement should be drafted with consideration of Indonesian mandatory provisions regarding distribution arrangements and any specific industry regulations that may apply.
Suggested Sections

1. Parties: Identification of the supplier/manufacturer and the distributor, including their legal details and addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and their intentions

3. Definitions: Definitions of key terms used throughout the agreement, including Products, Territory, and Exclusive Rights

4. Appointment and Scope: Grant of exclusive distribution rights, definition of territory, and scope of exclusivity

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Distributor's Rights and Obligations: Detailed responsibilities including minimum purchase requirements, marketing obligations, and performance standards

7. Supplier's Rights and Obligations: Obligations regarding product supply, support, and training

8. Pricing and Payment Terms: Product pricing structure, payment terms, and currency provisions

9. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP

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

11. Confidentiality: Protection of confidential information and trade secrets

12. Termination: Grounds for termination and consequences

13. Post-Termination Obligations: Obligations of both parties after agreement ends

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

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

Optional Sections

1. Product Registration and Compliance: Required if products need local registration or specific regulatory compliance in Indonesia

2. Customs and Import Duties: Include when dealing with international supply chains and import requirements

3. Sub-distributors: Include if the distributor is permitted to appoint sub-distributors

4. Marketing and Promotion Requirements: Detailed marketing obligations and cost-sharing arrangements if applicable

5. Training and Technical Support: Include if supplier provides significant training or technical support

6. Insurance Requirements: Specific insurance obligations beyond standard coverage

7. Bank Guarantee: Include if financial security is required from the distributor

8. Data Protection: Include if personal data processing is involved in the distribution relationship

9. Anti-Corruption Compliance: Detailed compliance requirements if dealing with government or high-risk sectors

Suggested Schedules

1. Product Schedule: Detailed list of products covered by the agreement, including specifications and prices

2. Territory Schedule: Detailed description of geographic territories and any exclusions

3. Minimum Purchase Requirements: Annual or quarterly minimum purchase quantities or values

4. Performance Targets: Specific sales targets and performance metrics

5. Technical Specifications: Detailed product technical specifications and quality standards

6. Trademark Usage Guidelines: Specific requirements for use of supplier's trademarks and branding

7. Service Level Requirements: Detailed service standards and response times

8. Commission Structure: Detailed breakdown of any commission or bonus structures

9. Approved Sub-distributors: List of approved sub-distributors if applicable

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

Consumer Goods

Electronics

Automotive

Pharmaceuticals

Food and Beverage

Industrial Equipment

Fashion and Apparel

Cosmetics

Technology

Medical Devices

Construction Materials

Agricultural Products

Telecommunications Equipment

Home Appliances

Luxury Goods

Relevant Teams

Legal

Commercial

Sales

Business Development

Supply Chain

Operations

Compliance

Finance

Procurement

Marketing

Distribution

International Trade

Risk Management

Corporate Affairs

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Director

Business Development Manager

Legal Counsel

Contract Manager

Supply Chain Manager

Distribution Manager

Country Manager

Regional Sales Manager

Compliance Officer

Operations Director

Chief Financial Officer

Procurement Manager

Marketing Director

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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