Independent Contractor Commission Agreement Template for Indonesia

The Independent Contractor Commission Agreement is essential for businesses operating in Indonesia that engage external parties for commission-based services while maintaining a clear non-employment relationship. This document is particularly crucial given Indonesia's strict labor laws and the need to clearly differentiate between employees and independent contractors. It provides a comprehensive framework for commission-based relationships, including detailed commission structures, performance expectations, and compliance with local regulations. The agreement is commonly used in sales-oriented industries where companies engage independent agents, representatives, or consultants on a commission basis. It addresses key aspects such as territory rights, performance targets, payment terms, and regulatory compliance while protecting both parties' interests under Indonesian law.

1. Parties: Identifies and provides full details of the contracting parties - the principal company and the independent contractor

2. Background: Outlines the context of the agreement and the parties' intention to enter into an independent contractor relationship

3. Definitions: Defines key terms used throughout the agreement, including 'Services', 'Commission', 'Territory', and other relevant terms

4. Appointment and Scope: Establishes the contractor's appointment and clearly defines the scope of services to be provided

5. Independent Contractor Status: Explicitly establishes the relationship as independent contractor, not employment, and outlines the implications

6. Commission Structure: Details the commission rates, calculation methods, and conditions for earning commission

7. Payment Terms: Specifies payment timing, method, currency, and any conditions precedent to payment

8. Term and Termination: Sets the agreement duration and grounds for termination by either party

9. Obligations of the Contractor: Lists the contractor's duties, responsibilities, and performance standards

10. Obligations of the Company: Outlines the company's commitments and support to be provided to the contractor

11. Confidentiality: Protects proprietary information and trade secrets

12. Non-Competition and Non-Solicitation: Restricts competitive activities and client solicitation during and after the agreement

13. Intellectual Property: Addresses ownership and rights to any IP created during the service provision

14. Representations and Warranties: Contains standard warranties and representations from both parties

15. Indemnification: Sets out mutual indemnification obligations

16. Governing Law and Dispute Resolution: Specifies Indonesian law as governing law and outlines dispute resolution procedures

17. General Provisions: Includes standard boilerplate clauses such as force majeure, notices, and amendments