Product Exclusivity Agreement Template for Indonesia

A Product Exclusivity Agreement is essential when establishing controlled distribution channels in the Indonesian market. This document is typically used when a product owner wishes to grant exclusive rights to another party for selling, distributing, or representing their products within specific territories in Indonesia. The agreement must carefully navigate Indonesian competition laws, particularly regarding market monopolies and unfair business practices. Key considerations include territorial restrictions, performance requirements, and compliance with local regulations. The document is crucial for businesses seeking to establish or maintain exclusive distribution arrangements while ensuring compliance with Indonesian legal requirements, including the Civil Code and Trade Law. It typically includes detailed provisions on product specifications, quality control, minimum performance targets, and territory management.

1. Parties: Identification of the parties entering into the agreement, including their legal status and registered addresses

2. Background: Context of the agreement, including the product owner's rights and the business relationship

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

4. Grant of Exclusivity: Specific terms of the exclusive rights being granted, including territorial scope and duration

5. Product Specifications: Detailed description of the products covered by the exclusivity agreement

6. Territory: Definition and limitations of the geographical area where exclusivity applies

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

8. Obligations of Product Owner: Responsibilities and commitments of the party granting exclusive rights

9. Obligations of Exclusive Partner: Responsibilities and commitments of the party receiving exclusive rights

10. Minimum Performance Requirements: Specific targets or quotas that must be met to maintain exclusivity

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

12. Competition Law Compliance: Provisions ensuring compliance with Indonesian competition laws

13. Confidentiality: Protection of confidential information exchanged between parties

14. Termination: Circumstances and procedures for ending the agreement

15. Consequences of Termination: Rights and obligations of parties post-termination

16. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

17. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment