Exclusive Supplier Agreement Template for Indonesia

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Key Requirements PROMPT example:

Exclusive Supplier Agreement

"I need an Exclusive Supplier Agreement for my Indonesian pharmaceutical manufacturing company to be the sole supplier of generic antibiotics to a national pharmacy chain, with the agreement starting March 2025 and including minimum purchase commitments."

Document background
The Exclusive Supplier Agreement is essential for businesses operating in Indonesia who wish to establish secure and exclusive supply chain relationships. This document is particularly relevant in situations where a supplier agrees to be the sole provider of specific products or services to a buyer within defined territories in Indonesia. The agreement must comply with Indonesian legal requirements, including the Civil Code (Kitab Undang-undang Hukum Perdata) and competition laws. It typically includes detailed provisions on exclusivity terms, minimum purchase requirements, quality standards, delivery terms, and pricing mechanisms. The document is crucial for businesses seeking to protect their supply chain interests while ensuring compliance with Indonesian regulatory requirements, particularly in sectors requiring stable, long-term supply arrangements.
Suggested Sections

1. Parties: Identification and details of the supplier and buyer, including registration numbers and addresses

2. Background: Context of the agreement, relationship between parties, and purpose of the exclusive supply arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Scope of Supply: Detailed description of products/services to be supplied and exclusivity terms

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

6. Supply Obligations: Supplier's commitments, quality standards, and delivery requirements

7. Exclusive Rights and Territories: Geographic scope and extent of exclusivity

8. Pricing and Payment Terms: Price structure, payment conditions, and review mechanisms

9. Ordering Process: Procedures for placing and fulfilling orders

10. Quality Control: Quality standards, testing procedures, and acceptance criteria

11. Delivery Terms: Delivery timeframes, logistics, and risk transfer

12. Warranties and Representations: Guarantees regarding products, capacity, and authority

13. Confidentiality: Protection of confidential information and trade secrets

14. Termination: Grounds and procedures for ending the agreement

15. Force Majeure: Provisions for unforeseen circumstances affecting performance

16. Governing Law and Dispute Resolution: Applicable law and dispute resolution mechanisms

17. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

Optional Sections

1. Minimum Purchase Requirements: Include when buyer must commit to minimum purchase volumes

2. Performance Metrics: Add when specific KPIs need to be monitored and maintained

3. Insurance Requirements: Include for high-value or high-risk supply arrangements

4. Intellectual Property Rights: Add when IP ownership or licensing is relevant to the supply arrangement

5. Environmental Compliance: Include for industries with significant environmental impacts

6. Data Protection: Add when personal data processing is involved

7. Anti-Corruption Compliance: Include for international arrangements or high-value contracts

8. Change Control Procedure: Add for complex supply arrangements requiring formal change management

9. Training and Support: Include when supplier must provide training or technical support

10. Marketing and Branding: Add when supplier's products require specific branding or marketing conditions

Suggested Schedules

1. Product Specifications: Detailed technical specifications of products to be supplied

2. Pricing Schedule: Detailed pricing structure, including any volume discounts or special rates

3. Service Levels: Specific performance metrics and service level requirements

4. Territory Map: Geographic definition of exclusive territory if applicable

5. Quality Standards: Detailed quality requirements and testing procedures

6. Key Contacts: List of key personnel and their roles from both parties

7. Delivery Locations: List of approved delivery points and specific requirements

8. Documentation Requirements: Templates and requirements for ordering, shipping, and quality documentation

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

Retail

Fast-Moving Consumer Goods (FMCG)

Electronics

Automotive

Pharmaceuticals

Food and Beverage

Industrial Equipment

Textiles

Agriculture

Mining

Chemical Industry

Construction Materials

Relevant Teams

Legal

Procurement

Supply Chain

Operations

Commercial

Compliance

Finance

Logistics

Business Development

Sales

Quality Assurance

Relevant Roles

Supply Chain Director

Procurement Manager

Commercial Director

Legal Counsel

Contract Manager

Business Development Manager

Operations Director

Chief Operating Officer

Purchasing Manager

Vendor Relations Manager

Logistics Manager

Compliance Officer

Regional Sales Director

General Manager

Chief Executive 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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