Exclusive Representation Agreement Template for Indonesia

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Key Requirements PROMPT example:

Exclusive Representation Agreement

"I need an Exclusive Representation Agreement under Indonesian law for my German manufacturing company appointing a Jakarta-based distributor to be our sole representative for industrial machinery sales in Java and Sumatra, with minimum sales targets and a 5% commission structure, starting January 2025."

Document background
The Exclusive Representation Agreement is a crucial document for businesses establishing commercial relationships in Indonesia, particularly when foreign companies seek to enter the Indonesian market through local representatives. This agreement type is commonly used when a company (the principal) wants to grant exclusive rights to another entity (the representative) to promote and sell their products or services within specified Indonesian territories. The document must comply with Indonesian legal requirements, including the Civil Code (Kitab Undang-undang Hukum Perdata) and relevant trade regulations. It typically includes comprehensive provisions on exclusivity terms, territorial restrictions, performance requirements, commission structures, and compliance obligations. This agreement is especially important given Indonesia's complex regulatory environment and the requirement for local representation in certain business sectors.
Suggested Sections

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

2. Background: Context of the agreement, brief description of both parties' businesses, and the purpose of entering into the exclusive representation arrangement

3. Definitions: Definitions of key terms used throughout the agreement, including Territory, Products/Services, Exclusivity Period, etc.

4. Appointment and Scope: Clear statement of exclusive appointment, scope of representation, and territorial limitations

5. Term and Exclusivity: Duration of the agreement and detailed terms of exclusivity

6. Rights and Obligations of Representative: Comprehensive list of representative's duties, responsibilities, and performance requirements

7. Rights and Obligations of Principal: Principal's commitments, support obligations, and restrictions

8. Financial Terms: Commission structure, payment terms, currency, and financial reporting requirements

9. Intellectual Property Rights: Usage rights for trademarks, trade names, and other IP during the representation

10. Confidentiality: Protection of confidential information and trade secrets

11. Non-Competition: Competition restrictions during and after the agreement term

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

13. Post-Termination Obligations: Obligations surviving termination, including commission payments and documentation return

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. Minimum Performance Requirements: Include when specific performance targets or sales quotas are required

2. Marketing and Promotion: Include when the representative has specific marketing obligations or requirements

3. Training and Support: Include when the principal provides specific training or support programs

4. Insurance Requirements: Include when specific insurance coverage is required for the representative

5. Sub-Representatives: Include when the representative may be allowed to appoint sub-representatives

6. Data Protection: Include when personal data processing is involved in the representation activities

7. Compliance with Anti-Corruption Laws: Include when dealing with government entities or high-risk territories

8. Bank Guarantee: Include when financial security is required from the representative

Suggested Schedules

1. Schedule 1: Territory Definition: Detailed description of the geographical territory covered by the exclusive representation

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

3. Schedule 3: Commission Structure: Detailed breakdown of commission rates, calculation methods, and examples

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

5. Schedule 5: Trademark Usage Guidelines: Guidelines for using the principal's trademarks and branding

6. Appendix A: Required Reports: Templates and formats for required periodic reports

7. Appendix B: Standard Operating Procedures: Detailed procedures for order processing, customer service, etc.

8. Appendix C: Compliance Requirements: Specific regulatory or compliance requirements applicable to the territory

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

Manufacturing

Consumer Goods

Industrial Equipment

Technology

Pharmaceutical

Automotive

Fashion and Luxury Goods

Electronics

Construction Equipment

Medical Devices

Chemical Products

Agricultural Products

Professional Services

Software and IT

Relevant Teams

Legal

Commercial

Business Development

Sales

Operations

Compliance

International Business

Corporate Affairs

Distribution

Contract Management

Agency Relations

Relevant Roles

Chief Executive Officer

Commercial Director

Business Development Manager

Legal Counsel

Sales Director

Country Manager

Regional Director

Compliance Officer

Contract Manager

Operations Director

Managing Director

Chief Legal Officer

International Business Manager

Distribution Manager

Agency Relations Manager

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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