Exclusive Sales Agency Agreement Template for Indonesia

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Key Requirements PROMPT example:

Exclusive Sales Agency Agreement

"I need an Exclusive Sales Agency Agreement for appointing a Jakarta-based agent to sell our automotive parts across Indonesia, with a 3-year term starting March 2025 and including minimum quarterly sales targets and technical training requirements."

Document background
The Exclusive Sales Agency Agreement is a critical document for businesses seeking to establish a controlled distribution presence in the Indonesian market. This agreement type is commonly used when a principal (often an international company) wishes to appoint a local Indonesian agent as their exclusive representative for specific products or services within a defined territory. The document must comply with Indonesian agency laws, including Minister of Trade Regulation No. 11/M-DAG/PER/3/2006 and related commercial regulations. It typically includes detailed provisions on exclusivity rights, performance targets, commission structures, compliance requirements, and termination conditions. The agreement is particularly important in sectors where local market knowledge and relationships are crucial for business success, and where principals need to maintain control over their brand and market presence while leveraging local expertise.
Suggested Sections

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

2. Background: Context of the agreement, business objectives, and basis for the exclusive agency relationship

3. Definitions and Interpretation: Key terms used throughout the agreement, including Territory, Products, Exclusivity Period

4. Appointment and Scope: Express appointment of agent, confirmation of exclusivity, and territorial scope

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

6. Rights and Obligations of the Agent: Detailed responsibilities, performance standards, reporting requirements, and compliance obligations

7. Rights and Obligations of the Principal: Support, training, marketing materials, product supply, and other commitments

8. Exclusivity Provisions: Specific terms of exclusivity, restrictions on principal and agent

9. Commission Structure: Commission rates, calculation methods, payment terms, and conditions

10. Sales Targets and Performance Standards: Minimum performance requirements, evaluation criteria, and consequences of non-achievement

11. Intellectual Property Rights: Usage rights for trademarks, trade names, and other IP

12. Confidentiality: Protection of confidential information and trade secrets

13. Termination: Grounds for termination, notice requirements, and consequences

14. Post-Termination Obligations: Obligations surviving termination, return of materials, and transition arrangements

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

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

Optional Sections

1. Non-Competition: Restrictions on agent's competing activities during and after the agreement - include when there are sensitive market conditions or proprietary knowledge

2. Customer Data Protection: Specific provisions for handling customer data - include when dealing with personal data or regulated industries

3. Insurance Requirements: Specific insurance obligations - include when high-value products or significant risks are involved

4. Bank Guarantee: Requirements for performance guarantees - include when dealing with high-value contracts or unknown agents

5. Marketing and Promotion: Detailed marketing obligations and cost-sharing - include when significant marketing effort is required

6. Training Requirements: Specific training obligations - include for technical products or regulated industries

7. Sub-Agents: Terms for appointment of sub-agents - include when sub-agents may be needed for market coverage

8. Import/Export Compliance: Specific provisions for international trade - include when dealing with cross-border sales

Suggested Schedules

1. Schedule 1 - Territory Definition: Detailed description of the exclusive territory, including maps or specific geographic boundaries

2. Schedule 2 - Products: Complete list of products or services covered by the agreement, including specifications

3. Schedule 3 - Commission Rates: Detailed commission structure, including any variations by product or customer type

4. Schedule 4 - Sales Targets: Specific sales targets and evaluation criteria

5. Schedule 5 - Reporting Templates: Standard forms for regular reporting requirements

6. Schedule 6 - Technical Requirements: Technical specifications or standards that must be maintained

7. Schedule 7 - Trademark Usage Guidelines: Rules and guidelines for use of principal's trademarks and branding

8. Appendix A - Required Licenses: List of required regulatory licenses and permits

9. Appendix B - Standard Operating Procedures: Detailed operational procedures and requirements

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

Automotive

Healthcare and Pharmaceuticals

Construction Materials

Electronics

Agricultural Products

Chemicals and Materials

Textile and Apparel

Food and Beverage

Relevant Teams

Legal

Commercial

Sales

Business Development

Compliance

Operations

International Trade

Distribution

Contract Administration

Corporate Affairs

Relevant Roles

Commercial Director

Sales Director

Business Development Manager

Country Manager

Legal Counsel

Contracts Manager

Chief Executive Officer

Managing Director

Sales Operations Manager

Regional Sales Manager

Compliance Officer

Chief Commercial Officer

Distribution Manager

Export Manager

Market Development 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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