Master Reseller Agreement Template for Indonesia

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Key Requirements PROMPT example:

Master Reseller Agreement

"I need a Master Reseller Agreement for my software company to appoint an Indonesian reseller who will distribute our cloud-based accounting software and manage sub-resellers across Java and Sumatra, with the agreement to commence in January 2025."

Document background
The Master Reseller Agreement is a crucial document for businesses seeking to establish a structured distribution network in Indonesia. It is particularly relevant when a supplier wishes to expand their market presence through an authorized reseller who will have the right to build a sub-reseller network. The agreement must comply with Indonesian legal requirements, including the Civil Code (KUHPerdata), Trade Law, and relevant ministerial regulations governing distribution relationships. This document typically includes detailed provisions on territorial rights, pricing mechanisms, performance obligations, brand usage, and compliance requirements. It's especially important for foreign companies entering the Indonesian market, as it needs to address specific local content requirements, regulatory compliance, and business practices unique to Indonesia.
Suggested Sections

1. Parties: Identification of the supplier/principal and the master reseller, including registration details required under Indonesian law

2. Background: Context of the agreement and brief description of the business relationship

3. Definitions: Key terms used throughout the agreement, including Products, Territory, and specific Indonesian legal terms

4. Appointment and Territory: Scope of reseller appointment, territory definition, and any exclusivity provisions

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Reseller Obligations: Core responsibilities of the reseller, including sales targets, marketing requirements, and compliance obligations

7. Supplier Obligations: Responsibilities of the supplier including product supply, support, and training

8. Ordering and Delivery: Procedures for ordering, minimum purchase requirements, and delivery terms

9. Prices and Payment: Pricing structure, payment terms, and currency provisions

10. Intellectual Property Rights: Usage rights for trademarks, brands, and other IP, complying with Indonesian IP law

11. Sub-Resellers: Terms governing the appointment and management of sub-resellers

12. Warranties and Indemnities: Product warranties and mutual indemnification provisions

13. Confidentiality: Protection of confidential information and trade secrets

14. Termination: Grounds for termination and post-termination obligations

15. Governing Law and Dispute Resolution: Indonesian law as governing law and dispute resolution mechanisms

Optional Sections

1. Non-Compete: Restrictions on competing activities, optional based on business relationship and enforceability under Indonesian law

2. Marketing and Promotion: Detailed marketing obligations and cost-sharing arrangements, if applicable

3. Training Requirements: Specific training obligations and certification requirements, if needed for technical products

4. Customer Support: Detailed customer support obligations, necessary for technical products or services

5. Insurance: Specific insurance requirements, important for high-value or high-risk products

6. Data Protection: Specific data protection obligations, necessary if handling personal data

7. Import/Export: Provisions for international trade, required if cross-border sales are involved

8. Force Majeure: Provisions for unforeseen circumstances, recommended for long-term agreements

9. Anti-Corruption: Specific anti-corruption provisions, important for international businesses

10. Local Content Requirements: Provisions addressing Indonesian local content requirements, if applicable to the industry

Suggested Schedules

1. Products and Price List: Detailed list of products and pricing structure

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

3. Performance Targets: Specific sales targets and performance metrics

4. Service Level Agreement: Detailed service levels and support requirements

5. Brand Guidelines: Guidelines for use of supplier's trademarks and branding

6. Sub-Reseller Terms: Standard terms for appointment of sub-resellers

7. Technical Requirements: Technical specifications and certification requirements

8. Reporting Templates: Standard formats for required reports and notifications

9. Compliance Requirements: Detailed compliance requirements under Indonesian law

10. Commission Structure: Detailed commission calculations and payment terms

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

Technology and Software

Electronics and Hardware

Telecommunications

Industrial Equipment

Consumer Goods

Automotive Parts

Medical Devices

Building Materials

Chemical Products

Agricultural Products

Relevant Teams

Legal

Sales

Commercial

Operations

Supply Chain

Compliance

Finance

Business Development

Partner Relations

Contract Administration

Relevant Roles

Chief Commercial Officer

Sales Director

Business Development Manager

Channel Manager

Legal Counsel

Compliance Officer

Commercial Director

Operations Manager

Supply Chain Manager

Contract Administrator

Regional Sales Manager

Distribution Manager

Partner Relations Manager

Chief Executive Officer

Chief Legal Officer

Industries
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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