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Exclusive Sales Representative Agreement
"I need an Exclusive Sales Representative Agreement under Indonesian law for my medical device manufacturing company to appoint a local representative in Jakarta, with exclusive rights to distribute our products throughout Java and Sumatra, including strict compliance requirements for healthcare products and a minimum annual sales target of $2M starting March 2025."
1. Parties: Identification of the Principal and the Sales Representative, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, including brief description of the Principal's business and intention to appoint the Sales Representative
3. Definitions: Definitions of key terms used throughout the agreement, including Products, Territory, Customers, etc.
4. Appointment and Scope: Terms of exclusive appointment, specification of territory, and scope of representation
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Rights and Obligations of Sales Representative: Detailed responsibilities, performance standards, and conduct requirements
7. Rights and Obligations of Principal: Principal's commitments, support provisions, and supply obligations
8. Exclusivity Terms: Specific terms of exclusivity, including any limitations or exceptions
9. Commission Structure: Detailed commission calculations, payment terms, and conditions
10. Sales Targets: Minimum performance requirements and consequences of non-achievement
11. Intellectual Property Rights: Usage rights and restrictions regarding Principal's trademarks and materials
12. Confidentiality: Protection of confidential information and trade secrets
13. Termination: Grounds for termination, notice requirements, and consequences
14. Post-Termination Obligations: Obligations and restrictions after agreement ends
15. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
16. General Provisions: Standard clauses including notices, amendments, and severability
1. Training and Support: Detailed provisions for training and ongoing support, used when Principal provides extensive support systems
2. Marketing Requirements: Specific marketing obligations and standards, included when Representative has significant marketing responsibilities
3. Sub-Representatives: Terms for appointing sub-representatives, used when such arrangements are permitted
4. Insurance Requirements: Specific insurance obligations, included for high-value products or regulated industries
5. Compliance with Anti-Corruption Laws: Detailed anti-corruption provisions, especially important for international arrangements
6. Data Protection: Specific data protection obligations, included when handling sensitive customer data
7. Force Majeure: Detailed force majeure provisions, important in volatile markets or regions
8. Non-Competition: Post-termination competition restrictions, included when protecting market position is crucial
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and pricing
2. Schedule 2 - Territory: Detailed description of the exclusive territory, including maps or specific geographic boundaries
3. Schedule 3 - Commission Structure: Detailed commission rates, calculation methods, and examples
4. Schedule 4 - Sales Targets: Specific sales targets and measurement criteria
5. Schedule 5 - Reporting Requirements: Templates and specifications for required reports
6. Schedule 6 - Marketing Guidelines: Brand guidelines and approved marketing practices
7. Appendix A - Principal's Products Price List: Current price list subject to periodic updates
8. Appendix B - Customer Service Standards: Required customer service levels and procedures
Authors
Affiliate
Applicable Laws
Business Day
Commencement Date
Commission
Confidential Information
Customers
Effective Date
Event of Default
Exclusivity Period
Force Majeure Event
Initial Term
Intellectual Property Rights
Marketing Materials
Minimum Performance Requirements
Net Sales
Principal
Principal's Products
Purchase Order
Quarter
Renewal Term
Sales Representative
Sales Targets
Services
Territory
Term
Trade Secrets
Trademarks
Working Hours
Year
Indonesian Business License (SIUP)
Business Registration Number (NIB)
Competitor
Customer Data
Marketing Plan
Payment Terms
Performance Review Period
Reporting Period
Sub-Representative
Technical Documentation
Training Materials
Valid Claim
Exclusivity
Territory Rights
Term and Duration
Renewal
Commission
Payment Terms
Performance Requirements
Sales Targets
Reporting Obligations
Training and Support
Marketing and Promotion
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Representations and Warranties
Principal's Obligations
Representative's Obligations
Compliance
Record Keeping
Audit Rights
Product Supply
Quality Control
Customer Service
Territory Protection
Sub-Representatives
Force Majeure
Termination
Post-Termination
Indemnification
Limitation of Liability
Insurance
Notice
Assignment
Amendments
Severability
Entire Agreement
Governing Law
Dispute Resolution
Language
Data Protection
Anti-Corruption
Import/Export Compliance
Local Registration
Authorization
Relationship of Parties
Manufacturing
Consumer Goods
Industrial Equipment
Technology and Software
Pharmaceuticals
Automotive
Electronics
Agricultural Products
Construction Materials
Medical Devices
Telecommunications
Chemical Products
Textile and Apparel
Food and Beverage
Legal
Sales
Commercial
Business Development
Compliance
Operations
International Trade
Contract Administration
Distribution
Partner Management
Sales Director
Commercial Director
Business Development Manager
Country Manager
Regional Sales Manager
Legal Counsel
Contracts Manager
Chief Commercial Officer
Managing Director
Sales Operations Manager
Distribution Manager
Channel Partner Manager
Territory Manager
Chief Executive Officer
Compliance Officer
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