Sole Marketing Agreement Template for Indonesia

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Key Requirements PROMPT example:

Sole Marketing Agreement

"I need a Sole Marketing Agreement for appointing an exclusive marketing agent to promote our pharmaceutical products in Jakarta and Surabaya, Indonesia, starting from March 2025, with strict compliance requirements and quarterly performance targets."

Document background
The Sole Marketing Agreement is a crucial document for businesses seeking to establish exclusive marketing arrangements in Indonesia. It is particularly relevant when a company wants to delegate its marketing activities to a specialized agent or company while maintaining control over brand representation and market development. The agreement must comply with Indonesian legal requirements, including the Civil Code (Kitab Undang-undang Hukum Perdata), Trade Law (UU No. 7/2014), and competition regulations. This document is typically used when entering new markets, launching products, or restructuring distribution channels in Indonesia. It contains detailed provisions on marketing rights, territorial exclusivity, performance metrics, compensation, intellectual property protection, and termination conditions. The agreement should be carefully structured to ensure enforceability under Indonesian law while protecting both parties' interests in the exclusive marketing relationship.
Suggested Sections

1. Parties: Identification of the principal company and the marketing agent/company

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

3. Definitions: Key terms used throughout the agreement

4. Appointment and Scope: Terms of exclusive appointment and detailed scope of marketing services

5. Territory: Geographic area covered by the exclusive marketing rights

6. Duration and Term: Period of the agreement, including commencement date and renewal terms

7. Marketing Rights and Obligations: Detailed rights granted and specific obligations of the marketing agent

8. Principal's Obligations: Support, materials, and information to be provided by the principal

9. Performance Targets: Minimum performance requirements and KPIs

10. Compensation and Payment Terms: Fee structure, commission rates, and payment procedures

11. Intellectual Property Rights: Usage rights and restrictions regarding trademarks and marketing materials

12. Confidentiality: Protection of confidential information and trade secrets

13. Non-Competition: Restrictions on competing activities during and after the agreement

14. Termination: Grounds for termination and associated procedures

15. Post-Termination Obligations: Obligations and restrictions following agreement termination

16. Governing Law and Dispute Resolution: Applicable law and method of resolving disputes

Optional Sections

1. Digital Marketing Provisions: Specific terms for online marketing activities, required if digital channels are included

2. Sub-contractors: Terms governing the appointment and management of sub-contractors, if permitted

3. Insurance: Insurance requirements and coverage specifications, recommended for high-value agreements

4. Force Majeure: Provisions for unforeseen circumstances, recommended in longer-term agreements

5. Data Protection: Specific provisions for handling customer data, required if personal data processing is involved

6. Marketing Budget: Terms regarding marketing budget allocation and management, for agreements where budget is shared

7. Training and Support: Details of training and support provided, relevant for complex products or services

8. Audit Rights: Rights to audit marketing activities and performance, useful for high-value or complex arrangements

Suggested Schedules

1. Schedule 1 - Products/Services: Detailed list of products or services covered by the marketing agreement

2. Schedule 2 - Territory Map: Detailed definition and/or map of the exclusive territory

3. Schedule 3 - Commission Structure: Detailed commission rates, calculations, and examples

4. Schedule 4 - Performance Metrics: Specific KPIs, targets, and measurement methods

5. Schedule 5 - Marketing Guidelines: Brand guidelines and approved marketing practices

6. Schedule 6 - Reporting Templates: Required report formats and submission schedules

7. Appendix A - Approved Marketing Materials: List or examples of pre-approved marketing materials

8. Appendix B - Contact Details: Key contact persons and communication protocols

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

Consumer Goods

Retail

Manufacturing

Technology

Healthcare

Financial Services

Automotive

Real Estate

Telecommunications

Food and Beverage

Fashion and Apparel

Electronics

Industrial Products

Professional Services

Entertainment and Media

Relevant Teams

Legal

Marketing

Sales

Business Development

Commercial Operations

Compliance

Finance

Strategy

Brand Management

Corporate Communications

Relevant Roles

Chief Marketing Officer

Business Development Director

Commercial Director

Marketing Manager

Sales Director

Legal Counsel

Contract Manager

Brand Manager

Regional Sales Manager

Territory Manager

Channel Development Manager

Business Development Manager

Compliance Officer

Marketing Operations Manager

Strategy Director

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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