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Sole Agency Agreement
"I need a Sole Agency Agreement for my Australian pharmaceutical company to appoint an Indonesian distributor as our exclusive agent for medical devices in Java and Sumatra, starting March 2025, with strict regulatory compliance requirements and performance targets."
1. Parties: Identification of the Principal and the Agent, including their full legal names, registration numbers, and addresses
2. Background: Context of the agreement, including the Principal's business, the Agent's qualifications, and the intention to establish an exclusive agency relationship
3. Definitions: Key terms used throughout the agreement, including Territory, Products, Intellectual Property Rights, and other relevant definitions
4. Appointment and Scope: Express appointment of the Agent as the sole and exclusive agent, defining the territory and scope of authority
5. Term: Duration of the agreement, including commencement date and renewal provisions
6. Agent's Rights and Obligations: Detailed responsibilities of the Agent, including promotion, reporting, and compliance requirements
7. Principal's Rights and Obligations: Principal's commitments, including product supply, support, and training obligations
8. Commission and Payment Terms: Structure of commission, calculation method, payment terms, and currency
9. Intellectual Property: Usage rights and restrictions regarding the Principal's trademarks, logos, and other IP
10. Confidentiality: Protection of confidential information exchanged during the agency relationship
11. Termination: Grounds for termination, notice requirements, and consequences of termination
12. Post-Termination: Obligations and rights of both parties after agreement termination
13. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms
1. Performance Targets: Specific sales or performance targets, used when the Principal wants to set measurable objectives
2. Sub-Agents: Terms for appointing sub-agents, if permitted by the Principal
3. Insurance: Insurance requirements, when specific coverage is needed for high-value products or services
4. Bank Guarantee: Requirements for bank guarantees or other financial security, used for high-value agreements
5. Training and Support: Detailed training obligations, when products require specific technical knowledge
6. Marketing and Promotion: Specific marketing requirements and cost-sharing arrangements, for agreements with significant promotional activities
7. Force Majeure: Extended force majeure provisions, particularly relevant in uncertain market conditions
8. Compliance with Anti-Corruption Laws: Detailed anti-corruption provisions, especially important when dealing with government contracts or highly regulated industries
1. Schedule 1 - Products: Detailed list of products or services covered by the agency agreement
2. Schedule 2 - Territory: Detailed description of the geographical territory, including any excluded areas
3. Schedule 3 - Commission Structure: Detailed commission calculations, including any variations by product or customer type
4. Schedule 4 - Performance Targets: Specific sales targets and performance metrics
5. Schedule 5 - Trademark Usage Guidelines: Guidelines for using the Principal's trademarks and branding
6. Schedule 6 - Reporting Templates: Standard forms for regular reporting requirements
7. Appendix A - Required Certifications: List of required regulatory certifications or permits
8. Appendix B - Standard Operating Procedures: Key operational procedures and compliance requirements
Authors
Agent
Applicable Laws
Business Day
Commencement Date
Competitive Products
Confidential Information
Customer
Effective Date
Force Majeure Event
Gross Sales
Initial Term
Intellectual Property Rights
Net Sales
Principal
Products
Purchase Order
Quarter
Renewal Term
Sales Target
Services
Sub-Agent
Term
Territory
Trade Marks
Working Hours
Commission
Marketing Materials
Minimum Performance Requirements
Government Authority
Indonesian Business Laws
Registration Requirements
Regulatory Approvals
Commercial Documentation
Distribution Channel
End User
Exclusivity Period
Performance Report
Price List
Quality Standards
Reporting Period
Technical Documentation
Training Materials
Warranty Period
Exclusivity
Territory
Term and Duration
Agent's Rights
Agent's Obligations
Principal's Rights
Principal's Obligations
Commission
Payment Terms
Performance Requirements
Reporting Requirements
Product Supply
Intellectual Property
Confidentiality
Non-Competition
Training and Support
Marketing and Promotion
Regulatory Compliance
Insurance
Representations and Warranties
Liability and Indemnification
Force Majeure
Assignment
Termination
Post-Termination Obligations
Governing Law
Dispute Resolution
Notices
Amendment
Entire Agreement
Severability
Waiver
Anti-Corruption
Data Protection
Registration Requirements
Sub-Agency
Import/Export Compliance
Product Standards
Quality Control
Customer Service
Record Keeping
Manufacturing
Consumer Goods
Automotive
Electronics
Pharmaceuticals
Industrial Equipment
Luxury Goods
Technology
Medical Devices
Chemicals
Construction Materials
Agricultural Products
Telecommunications
Legal
Commercial
Sales
Business Development
Operations
Compliance
International Trade
Distribution
Channel Management
Executive Leadership
Regulatory Affairs
Commercial Director
Business Development Manager
Legal Counsel
Contracts Manager
Sales Director
Country Manager
Distribution Manager
Channel Manager
Compliance Officer
Chief Executive Officer
Managing Director
Operations Director
Regional Sales Manager
Import/Export Manager
Regulatory Affairs Manager
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