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1. Parties: Identification of the Company and the Independent Sales Representative, including complete legal names and addresses
2. Background: Context of the agreement, including the company's business nature and desire to engage independent sales representatives
3. Definitions: Key terms used throughout the agreement, including 'Products', 'Territory', 'Customers', 'Commission', etc.
4. Appointment and Territory: Formal appointment of the representative and definition of the authorized sales territory
5. Independent Contractor Status: Clear establishment of independent contractor relationship and explicit disclaimer of employment relationship
6. Rights and Obligations of Sales Representative: Detailed responsibilities, performance standards, and conduct requirements
7. Company's Rights and Obligations: Company's commitments, support provisions, and product supply obligations
8. Commission Structure: Basic commission rates, calculation methods, and payment terms
9. Term and Termination: Duration of agreement, renewal terms, and grounds for termination
10. Confidentiality: Protection of company's confidential information and trade secrets
11. Non-Competition and Non-Solicitation: Restrictions during and after the agreement term
12. Intellectual Property: Usage rights of company trademarks, logos, and materials
13. Compliance with Laws: Obligation to comply with Indonesian laws, including anti-corruption and consumer protection
14. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
15. General Provisions: Standard clauses including amendments, notices, assignment, and severability
1. Performance Targets: Specific sales targets and performance metrics, used when the company wants to establish concrete goals
2. Training Requirements: Mandatory training programs and certifications, included when specific product knowledge is crucial
3. Marketing and Advertising: Guidelines for local marketing activities, included when rep has marketing responsibilities
4. Sub-Representatives: Terms for engaging sub-representatives, included when hierarchical sales structure is permitted
5. Insurance Requirements: Specific insurance coverage requirements, included for high-value products or regulated industries
6. Data Protection: Specific data handling requirements, included when dealing with personal customer data
7. Product Return Handling: Procedures for managing product returns, included for physical product sales
8. Expense Reimbursement: Terms for reimbursable expenses, included when company will cover certain costs
1. Schedule A - Products and Services: Detailed list of authorized products and services for sale
2. Schedule B - Commission Rates: Detailed commission structure, including any variations by product or customer type
3. Schedule C - Territory Description: Detailed description of geographic territory or customer segments
4. Schedule D - Sales Targets: Specific performance metrics and evaluation criteria
5. Schedule E - Approved Marketing Materials: List of authorized marketing materials and usage guidelines
6. Appendix 1 - Reporting Templates: Standard forms for sales reports and commission calculations
7. Appendix 2 - Company Policies: Relevant company policies that apply to sales representatives
8. Appendix 3 - Compliance Procedures: Detailed compliance requirements and procedures
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