Master Distributor Agreement Template for Indonesia

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Key Requirements PROMPT example:

Master Distributor Agreement

"I need a Master Distributor Agreement under Indonesian law for my pharmaceutical company to appoint an exclusive distributor in Jakarta and surrounding regions, with specific provisions for cold chain storage requirements and regulatory compliance for medical products."

Document background
The Master Distributor Agreement serves as the primary contractual framework for companies seeking to establish a distribution network in Indonesia. This document is essential when a principal company wishes to appoint a master distributor to handle the distribution of their products within specified territories in Indonesia. The agreement must comply with Indonesian regulations, particularly Law No. 7 of 2014 on Trade and related ministerial regulations governing distribution arrangements. It typically includes detailed provisions on territorial rights, pricing structures, performance requirements, and operational procedures. The document is crucial for businesses expanding their market presence in Indonesia through local distribution channels and requires careful consideration of local business practices, regulatory requirements, and commercial objectives.
Suggested Sections

1. Parties: Identification of the Principal and Distributor, including registration details required under Indonesian law

2. Background: Context of the agreement, business relationship, and general intent of the parties

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

4. Appointment and Territory: Terms of distributor appointment, territory definition, and exclusivity status

5. Rights and Obligations of Distributor: Comprehensive listing of distributor's duties, responsibilities, and rights

6. Rights and Obligations of Principal: Detailed obligations of the principal including supply commitments and support

7. Product Orders and Delivery: Procedures for ordering, delivery terms, and logistics arrangements

8. Prices and Payment Terms: Pricing structure, payment conditions, and currency terms

9. Marketing and Promotion: Requirements for marketing, advertising, and promotion of products

10. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP

11. Confidentiality: Protection of confidential information and trade secrets

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

13. Term and Termination: Duration of agreement and termination provisions

14. Post-Termination Obligations: Rights and duties of parties after agreement termination

15. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

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

Optional Sections

1. Minimum Purchase Requirements: Used when the principal requires minimum purchase commitments

2. E-commerce and Online Sales: Include when distribution includes online channels

3. Sub-distributors: Required when the distributor has rights to appoint sub-distributors

4. Product Training: Include for technical products requiring specific training

5. After-Sales Service: Necessary for products requiring maintenance or warranty service

6. Performance Targets: Used when specific performance metrics are required

7. Import Requirements: Include when products are imported into Indonesia

8. Data Protection: Required when personal data processing is involved

9. Insurance Requirements: Include when specific insurance coverage is mandatory

10. Bank Guarantee: Used when financial security is required from distributor

Suggested Schedules

1. Schedule 1 - Products: Detailed list of products covered by the agreement

2. Schedule 2 - Territory: Detailed description of geographic territory and any exclusions

3. Schedule 3 - Prices and Discount Structure: Current price list and applicable discount schemes

4. Schedule 4 - Minimum Purchase Quantities: If applicable, detailed minimum purchase requirements

5. Schedule 5 - Performance Targets: Specific KPIs and performance metrics

6. Schedule 6 - Technical Specifications: Product specifications and technical requirements

7. Schedule 7 - Marketing Guidelines: Branding and marketing requirements

8. Schedule 8 - Service Level Requirements: Customer service and support standards

9. Appendix A - Standard Operating Procedures: Detailed operational procedures and processes

10. Appendix B - Reporting Templates: Required formats for regular reporting

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

Consumer Goods

Electronics

Automotive

Pharmaceuticals

Food and Beverage

Industrial Equipment

Technology Products

Fashion and Apparel

Construction Materials

Medical Devices

Agricultural Products

Chemicals

Telecommunications Equipment

Home Appliances

Cosmetics and Personal Care

Relevant Teams

Legal

Commercial

Sales

Operations

Supply Chain

Finance

Compliance

Business Development

Marketing

Distribution

Corporate Affairs

Risk Management

Procurement

Customer Service

International Trade

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Director

Business Development Manager

Legal Counsel

Distribution Manager

Supply Chain Manager

Operations Director

Country Manager

Compliance Officer

Contract Manager

Regional Sales Manager

Chief Financial Officer

Marketing Director

General Manager

Industries
Law No. 7 of 2014 on Trade: The primary trade law in Indonesia that governs trading activities, including distribution arrangements and business licensing requirements
Law No. 5 of 1999 on Anti-Monopoly and Unfair Business Competition: Regulates competition aspects of distribution agreements, including exclusive arrangements and territorial restrictions
Government Regulation No. 24 of 2018 on Electronic Integrated Business Licensing Services: Covers business licensing requirements for distributors operating in Indonesia
Minister of Trade Regulation No. 11/M-DAG/PER/3/2006: Specific regulations regarding the appointment and requirements for distributorship arrangements in Indonesia
Law No. 8 of 1999 on Consumer Protection: Governs consumer protection aspects that distributors must comply with when distributing products
Law No. 25 of 2007 on Investment: Regulates foreign investment aspects if the distribution agreement involves foreign parties
Indonesian Civil Code (KUHPerdata): Provides the basic framework for contractual relationships and obligations under Indonesian law
Law No. 20 of 2016 on Trademarks and Geographical Indications: Relevant for protecting intellectual property rights in distribution relationships
Ministry of Trade Regulation No. 22/M-DAG/PER/3/2016: Regulates general provisions on distribution and the relationship between principals and distributors
Government Regulation No. 80 of 2019: Regulates e-commerce aspects if the distribution agreement includes online distribution channels
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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