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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."
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
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
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
Affiliate
Applicable Laws
Business Day
Confidential Information
Commencement Date
Customer
Delivery Point
Distributor
Documentation
Effective Date
Force Majeure Event
Intellectual Property Rights
Initial Term
Local Currency
Minimum Purchase Requirement
Marketing Materials
Notice
Order
Principal
Products
Purchase Price
Quarter
Renewal Term
Representatives
Specifications
Sub-distributor
Territory
Term
Termination Date
Trade Marks
Working Hours
Year
Marketing Plan
Performance Targets
Quality Standards
Related Parties
Sales Report
Service Level Requirements
Stock Level
Technical Support
Training Materials
Warranty Period
Indonesian Rupiah
Import License
Distribution Rights
Exclusive Territory
Non-Compete Obligations
Payment Terms
Promotional Materials
Territory
Exclusivity
Term and Duration
Distribution Rights
Product Supply
Ordering and Delivery
Pricing
Payment Terms
Marketing and Promotion
Performance Obligations
Minimum Purchase Requirements
Training and Support
Intellectual Property
Confidentiality
Non-Competition
Compliance
Representations and Warranties
Import Requirements
Stock Requirements
Quality Control
Customer Service
Reporting Requirements
Audit Rights
Insurance
Force Majeure
Termination
Post-Termination Obligations
Assignment
Sub-Distribution Rights
Product Warranties
Indemnification
Dispute Resolution
Governing Law
Notices
Amendment
Severability
Entire Agreement
Anti-Corruption
Data Protection
Brand Protection
Territory Restrictions
Performance Targets
Product Returns
Financial Security
Product Registration
Import/Export Compliance
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
Legal
Commercial
Sales
Operations
Supply Chain
Finance
Compliance
Business Development
Marketing
Distribution
Corporate Affairs
Risk Management
Procurement
Customer Service
International Trade
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
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