Non Exclusive Reseller Agreement Template for Indonesia

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Key Requirements PROMPT example:

Non Exclusive Reseller Agreement

"I need a Non-Exclusive Reseller Agreement for my Indonesian software company to appoint resellers across Southeast Asia for our cloud-based security solutions, with the agreement starting January 2025 and including provisions for technical support requirements and data protection compliance."

Document background
The Non-Exclusive Reseller Agreement is essential for businesses seeking to expand their distribution network in Indonesia while maintaining flexibility in their sales channels. This document is particularly relevant when a supplier wishes to appoint multiple resellers in the same territory, commonly used in situations where market penetration and broad product availability are prioritized over exclusive distribution rights. The agreement must comply with Indonesian commercial laws, including trade regulations, competition laws, and consumer protection requirements. It typically includes detailed provisions on product ordering, pricing, intellectual property rights, territory definitions, and performance expectations, while ensuring that both parties' interests are protected under local law. This type of agreement is particularly important in Indonesia's diverse market, where different regions may require multiple distribution partners to effectively reach end customers.
Suggested Sections

1. Parties: Identification of the supplier and reseller with their complete legal details and registered addresses

2. Background: Context of the agreement, including brief description of the supplier's business, products, and purpose of the reseller arrangement

3. Definitions: Key terms used throughout the agreement including Products, Territory, Intellectual Property Rights, etc.

4. Appointment and Scope: Non-exclusive appointment of the reseller, definition of territory, and scope of rights granted

5. Term: Duration of the agreement, including commencement date and renewal provisions

6. Ordering and Delivery: Process for placing orders, minimum lead times, delivery terms, and acceptance procedures

7. Prices and Payment: Pricing structure, payment terms, currency, and invoicing procedures

8. Obligations of Supplier: Supplier's responsibilities including product supply, support, training, and warranty provisions

9. Obligations of Reseller: Reseller's duties including sales efforts, customer service, reporting, and compliance with laws

10. Intellectual Property: Protection of IP rights, permitted use of trademarks, and licensing terms

11. Confidentiality: Protection of confidential information and trade secrets

12. Representations and Warranties: Standard warranties and representations from both parties

13. Limitation of Liability: Limitations on liability and indemnification provisions

14. Termination: Termination rights, notice periods, and consequences of termination

15. Post-Termination: Obligations and rights after termination, including handling of remaining inventory

16. General: Standard boilerplate clauses including notices, assignment, force majeure, and governing law

Optional Sections

1. Minimum Purchase Requirements: Used when supplier wants to establish minimum purchase volumes or revenue targets

2. Marketing and Promotion: Include when specific marketing obligations or cooperative advertising programs are required

3. Performance Targets: When specific sales targets or performance metrics need to be met

4. Training Requirements: Include when formal training programs or certifications are required

5. Customer Support Standards: When specific customer service levels or support standards must be maintained

6. Inventory Requirements: Used when minimum stock levels must be maintained

7. Compliance with Anti-Corruption Laws: Include for international arrangements or when dealing with government customers

8. Insurance: When specific insurance coverage is required

9. Non-Competition: Include when reasonable non-compete provisions are desired

10. Data Protection: When personal data processing is involved in the business relationship

Suggested Schedules

1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and model numbers

2. Schedule 2 - Territory: Detailed description of authorized sales territory, including any excluded areas or customers

3. Schedule 3 - Prices and Discount Structure: Complete pricing information, including reseller discounts and any volume-based incentives

4. Schedule 4 - Minimum Purchase Requirements: If applicable, detailed minimum purchase quantities or values

5. Schedule 5 - Technical and Support Requirements: Detailed technical support and service level requirements

6. Schedule 6 - Trademark Usage Guidelines: Guidelines for use of supplier's trademarks and branding

7. Appendix A - Order Form Template: Standard form for placing orders

8. Appendix B - Reporting Templates: Standard forms for required periodic reports

9. Appendix C - Service Level Agreement: Detailed service level commitments and metrics

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 Electronics

Consumer Goods

Industrial Equipment

Automotive Parts

Software and Digital Products

Medical Devices

Telecommunications

Fashion and Apparel

Construction Materials

Food and Beverage

Relevant Teams

Legal

Sales

Commercial

Business Development

Operations

Compliance

Finance

Supply Chain

Channel Management

Product Management

Relevant Roles

Commercial Director

Sales Manager

Business Development Manager

Legal Counsel

Contract Manager

Channel Manager

Distribution Manager

Regional Sales Director

Chief Commercial Officer

Procurement Manager

Operations Manager

Compliance Officer

Partnership Manager

Territory Manager

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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