Manufacturing Representative Contract Template for Indonesia

The Manufacturing Representative Contract is essential for foreign and domestic manufacturers seeking to establish or expand their presence in the Indonesian market through local representation. This document is particularly important in Indonesia's business environment, where having local representation can be crucial for market access and regulatory compliance. The contract establishes the legal framework for the relationship between the manufacturer and their chosen representative, outlining specific rights, obligations, and commercial terms while ensuring compliance with Indonesian laws including the Civil Code, Trade Regulations, and Investment Laws. It addresses key aspects such as territory definition, commission structures, performance targets, and regulatory compliance requirements. This type of agreement is commonly used when a manufacturer wants to maintain control over their products and brand while leveraging local expertise and connections for market penetration, without establishing their own local entity.

1. Parties: Identification of the manufacturer and the representative, including full legal names, registration numbers, and addresses

2. Background: Context of the agreement, including manufacturer's business, need for representation, and representative's qualifications

3. Definitions: Key terms used throughout the agreement, including 'Territory', 'Products', 'Commission', etc.

4. Appointment and Scope: Terms of appointment, whether exclusive or non-exclusive, and detailed scope of representation

5. Territory: Defined geographical area where the representative is authorized to operate

6. Products: Specification of products covered under the agreement

7. Representative's Rights and Obligations: Detailed responsibilities, including promotion, reporting, and compliance requirements

8. Manufacturer's Rights and Obligations: Manufacturer's commitments, including product supply, support, and training

9. Commission Structure: Detailed commission calculations, payment terms, and conditions

10. Performance Targets: Minimum performance requirements and evaluation metrics

11. Term and Termination: Duration of agreement, renewal terms, and termination provisions

12. Confidentiality: Protection of confidential information and trade secrets

13. Non-Competition and Non-Solicitation: Restrictions during and after the agreement term

14. Compliance with Laws: Obligations to comply with Indonesian laws and regulations

15. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law

16. General Provisions: Standard contractual clauses including force majeure, notices, and amendments