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Independent Sales Agent Agreement
"I need an Independent Sales Agent Agreement for my technology company based in Jakarta, appointing an exclusive agent to sell our software products in East Java, with a minimum sales target of IDR 500 million per quarter and a progressive commission structure starting from March 2025."
1. Parties: Identifies the principal company and the independent sales agent, including their complete legal names and addresses
2. Background: Establishes the context of the agreement, including the principal's business nature and desire to appoint an independent sales agent
3. Definitions: Defines key terms used throughout the agreement, including 'Products', 'Territory', 'Customers', 'Commission', etc.
4. Appointment and Territory: Defines the agent's appointment, territorial scope, and whether the appointment is exclusive or non-exclusive
5. Term and Termination: Specifies the agreement duration, renewal provisions, and circumstances for termination
6. Agent's Rights and Obligations: Details the agent's responsibilities, sales targets, reporting requirements, and standard of conduct
7. Principal's Rights and Obligations: Outlines the principal's commitments, including product information, support, and training
8. Commission Structure: Details the commission rates, calculation methods, payment terms, and conditions for commission eligibility
9. Independent Contractor Status: Clearly establishes the agent's status as an independent contractor, not an employee
10. Intellectual Property: Governs the use of trademarks, logos, and other intellectual property
11. Confidentiality: Protects confidential information and trade secrets
12. Non-Competition and Non-Solicitation: Restricts the agent's ability to compete or solicit customers during and after the agreement
13. Dispute Resolution: Specifies procedures for resolving disputes, including jurisdiction and governing law
14. General Provisions: Includes standard clauses like force majeure, notices, amendments, and assignment
1. Product Training: Detailed training requirements and procedures, necessary for complex products or services
2. Marketing and Advertising: Guidelines for marketing activities and cost-sharing arrangements, relevant when agent has marketing responsibilities
3. Customer Service Standards: Specific customer service requirements, important for customer-facing roles
4. Performance Targets: Detailed sales targets and performance metrics, useful for performance-based relationships
5. Sub-agents: Rules regarding the appointment of sub-agents, if permitted
6. Insurance Requirements: Specific insurance coverage requirements, important for high-risk products or services
7. Data Protection: Specific provisions for handling customer data, essential if dealing with personal information
8. Product Returns and Complaints: Procedures for handling returns and customer complaints, important for physical products
1. Schedule A - Products: List of products or services the agent is authorized to sell
2. Schedule B - Territory: Detailed description of the geographical territory or market segment
3. Schedule C - Commission Rates: Detailed commission structure, including any variations by product or customer type
4. Schedule D - Sales Targets: Specific sales targets and performance metrics
5. Schedule E - Reporting Templates: Standard forms for sales reports and performance tracking
6. Schedule F - Approved Marketing Materials: List of approved marketing materials and usage guidelines
7. Appendix 1 - Standard Operating Procedures: Detailed procedures for order processing, customer interaction, and reporting
8. Appendix 2 - Competition Restrictions: Specific details of restricted activities and competitors
Authors
Agent
Applicable Laws
Business Day
Commission
Confidential Information
Customers
Effective Date
Force Majeure Event
Intellectual Property Rights
Net Sales
Order
Principal
Products
Quarter
Sales Target
Services
Term
Territory
Trade Secrets
Trademarks
Valid Order
Working Hours
Year
Approved Marketing Materials
Competing Business
Customer Data
Documentation
Good Industry Practice
Group
Key Performance Indicators
Material Breach
Minimum Performance Requirements
Payment Terms
Price List
Restricted Period
Sales Report
Sub-agent
Termination Date
Training Materials
Term
Territory
Exclusivity
Commission
Payment Terms
Performance Requirements
Reporting Obligations
Independent Contractor Status
Agent Obligations
Principal Obligations
Training
Marketing
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Data Protection
Termination
Force Majeure
Indemnification
Insurance
Compliance with Laws
Record Keeping
Audit Rights
Sub-Contracting
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendments
Waiver
Relationship of Parties
Authority
Representations and Warranties
Customer Service
Product Returns
Sales Targets
Commission Adjustments
Retail
Manufacturing
Consumer Goods
Technology
Financial Services
Insurance
Real Estate
Pharmaceuticals
Telecommunications
Industrial Equipment
Automotive
Fashion and Apparel
Construction Materials
Food and Beverage
Electronics
Legal
Sales
Business Development
Commercial Operations
Compliance
Human Resources
Executive Leadership
Finance
Contract Administration
Risk Management
Sales Director
Business Development Manager
Commercial Director
Legal Counsel
Contracts Manager
Sales Operations Manager
Channel Manager
Regional Sales Manager
Chief Commercial Officer
Sales Administration Manager
Compliance Officer
HR Director
Chief Executive Officer
Independent Sales Representative
Territory Manager
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