Exclusive Sales Representative Agreement Template for Indonesia

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Key Requirements PROMPT example:

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."

Document background
The Exclusive Sales Representative Agreement is a crucial document for businesses seeking to establish controlled distribution channels in Indonesia through authorized representatives. This agreement is commonly used when a company (typically a manufacturer or supplier) wants to appoint an exclusive representative to promote and sell their products in specific Indonesian territories. The document addresses key aspects required under Indonesian law, including registration requirements, territorial rights, commission structures, and compliance with local regulations such as the Indonesian Civil Code and Trade Law. It's particularly important for foreign companies entering the Indonesian market, as it helps establish clear legal frameworks for their commercial relationships while ensuring compliance with local agency and distribution laws.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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 and Software

Pharmaceuticals

Automotive

Electronics

Agricultural Products

Construction Materials

Medical Devices

Telecommunications

Chemical Products

Textile and Apparel

Food and Beverage

Relevant Teams

Legal

Sales

Commercial

Business Development

Compliance

Operations

International Trade

Contract Administration

Distribution

Partner Management

Relevant Roles

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

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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