Exclusive Vendor Agreement Template for Indonesia

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Key Requirements PROMPT example:

Exclusive Vendor Agreement

"I need an Exclusive Vendor Agreement for my manufacturing company based in Jakarta to appoint a sole distributor for our automotive parts across Indonesia and Malaysia, starting March 2025, with strict quality control requirements and minimum purchase commitments."

Document background
The Exclusive Vendor Agreement is a critical commercial document used when establishing sole supplier relationships in the Indonesian market. It is particularly relevant when a company wishes to secure a dedicated supply chain, establish exclusive distribution rights, or maintain quality control through a single vendor relationship. The agreement must carefully navigate Indonesian competition law, particularly Law No. 5 of 1999, to ensure the exclusivity provisions do not violate anti-monopoly regulations. This document typically includes comprehensive terms covering supply obligations, performance metrics, quality standards, and territorial restrictions, while incorporating necessary safeguards to protect both parties' interests. The agreement is especially important in sectors requiring consistent quality control, reliable supply chains, or specialized product/service delivery, and must be structured to comply with Indonesian civil law principles and commercial regulations.
Suggested Sections

1. Parties: Identification and details of the contracting parties, including registration numbers and authorized representatives

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

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

4. Appointment and Scope: Terms of exclusive appointment, territorial scope, and products/services covered

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

6. Exclusivity Obligations: Specific terms of exclusivity, including restrictions on both parties

7. Supply Terms: Ordering process, delivery terms, and supply chain requirements

8. Quality Standards: Product/service quality requirements and compliance standards

9. Pricing and Payment: Pricing structure, payment terms, and review mechanisms

10. Performance Metrics: Key performance indicators, minimum purchase requirements, and reporting obligations

11. Representations and Warranties: Standard and specific warranties from both parties

12. Intellectual Property Rights: IP ownership, licensing terms, and usage rights

13. Confidentiality: Protection of confidential information and trade secrets

14. Compliance: Regulatory compliance requirements, including Indonesian law specifics

15. Termination: Termination rights, process, and consequences

16. Post-Termination Obligations: Obligations surviving termination and transition arrangements

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

Optional Sections

1. Marketing and Promotion: Specific obligations regarding marketing activities and brand promotion, included when vendor has marketing responsibilities

2. Training Requirements: Training obligations for vendor's staff, included when technical products or services are involved

3. Insurance: Specific insurance requirements, included for high-value or high-risk products/services

4. Data Protection: Specific data handling and protection requirements, included when personal or sensitive data is involved

5. Force Majeure: Extended force majeure provisions, included for long-term or critical supply relationships

6. Anti-Corruption: Detailed anti-corruption provisions, included when dealing with government contracts or high-risk territories

7. Environmental Compliance: Environmental standards and compliance, included for manufacturing or environmentally sensitive operations

Suggested Schedules

1. Schedule 1 - Products/Services: Detailed list and specifications of products or services covered by the agreement

2. Schedule 2 - Pricing Structure: Detailed pricing information, discounts, and review mechanisms

3. Schedule 3 - Territory: Detailed description of the exclusive territory, including maps if relevant

4. Schedule 4 - Performance Metrics: Detailed KPIs, measurement methods, and reporting requirements

5. Schedule 5 - Technical Requirements: Technical specifications and standards for products or services

6. Schedule 6 - Service Levels: Detailed service level requirements and measurements

7. Appendix A - Contact Details: Key contact information for both parties

8. Appendix B - Required Certifications: List of required certifications and compliance documents

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

Technology

Healthcare

Consumer Goods

Industrial Equipment

Automotive

Electronics

Pharmaceuticals

Food and Beverage

Telecommunications

Construction Materials

Chemical Industry

Retail

Software and IT Services

Relevant Teams

Legal

Procurement

Supply Chain

Commercial

Operations

Compliance

Contract Management

Vendor Management

Business Development

Risk Management

Relevant Roles

Chief Procurement Officer

Supply Chain Director

Commercial Director

Legal Counsel

Procurement Manager

Vendor Relations Manager

Contract Manager

Business Development Director

Operations Director

Compliance Officer

Supply Chain Manager

Commercial Manager

Head of Legal

Chief Legal Officer

Strategic Sourcing 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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