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Authorized Distribution Agreement
"I need an Authorized Distribution Agreement for my Malaysian technology company to appoint an exclusive distributor in Indonesia for our cloud-based software products, with the agreement starting March 1, 2025, including specific provisions for data protection and local server requirements."
1. Parties: Identification of the supplier/manufacturer and distributor, including their legal status and registered addresses
2. Background: Context of the distribution arrangement and brief description of the parties' business activities
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Scope of distributor's appointment, exclusivity status, and defined territory
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Distributor's Rights and Obligations: Detailed responsibilities including sales targets, marketing, storage, and reporting requirements
7. Supplier's Rights and Obligations: Supplier's commitments regarding product supply, support, and training
8. Ordering and Delivery: Procedures for ordering products, delivery terms, and logistics arrangements
9. Prices and Payment: Pricing structure, payment terms, and currency specifications
10. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP
11. Compliance: Regulatory compliance requirements under Indonesian law
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: Choice of Indonesian law and dispute resolution mechanisms
16. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments
1. Non-Competition: Restrictions on distributor's ability to sell competing products, used when exclusivity is important
2. Sales Through E-commerce: Special provisions for online sales channels, used when e-commerce is part of distribution strategy
3. Sub-distributors: Terms for appointment of sub-distributors, used when sub-distribution is permitted
4. Marketing and Promotion: Detailed marketing obligations and cost-sharing arrangements, used for complex marketing arrangements
5. Product Training: Specific training requirements and programs, used for technical or specialized products
6. After-Sales Service: Service and maintenance obligations, used for technical products requiring ongoing support
7. Insurance: Specific insurance requirements, used for high-value or high-risk products
8. Bank Guarantee: Requirements for bank guarantees or other financial security, used for high-value contracts
9. Data Protection: Special provisions for handling customer data, used when significant customer data is processed
1. Product Schedule: List of products covered by the distribution agreement with specifications
2. Price List: Detailed pricing structure and distributor margins
3. Territory Map: Detailed definition of the geographic territory with maps if applicable
4. Performance Targets: Specific sales targets and performance metrics
5. Technical Requirements: Storage, handling, and technical requirements for products
6. Trademark Usage Guidelines: Specific rules for use of supplier's trademarks and branding
7. Service Level Agreement: Detailed service standards and response times
8. Compliance Procedures: Detailed procedures for regulatory compliance and reporting
9. Required Permits and Licenses: List of required governmental approvals and licenses
Authors
Consumer Goods
Electronics and Technology
Automotive
Pharmaceuticals and Healthcare
Industrial Equipment
Food and Beverage
Cosmetics and Personal Care
Construction Materials
Telecommunications
Agricultural Products
Machinery and Tools
Chemical Products
Legal
Commercial
Sales
Distribution
Supply Chain
Operations
Finance
Compliance
Business Development
Procurement
Logistics
Marketing
Chief Executive Officer
Commercial Director
Sales Director
Distribution Manager
Business Development Manager
Legal Counsel
Compliance Officer
Supply Chain Manager
Operations Director
Contract Manager
Regional Sales Manager
Chief Financial Officer
Procurement Manager
Logistics Manager
Marketing Director
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