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Commercial Agency Agreement
"I need a Commercial Agency Agreement for appointing an exclusive agent to distribute our pharmaceutical products in Jakarta and Surabaya, Indonesia, starting March 1, 2025, with a minimum annual sales target of USD 500,000 and a 10% commission structure."
1. Parties: Identification of the Principal and Agent, including complete legal names, registration numbers, and addresses
2. Background: Context of the agreement, business objectives, and relationship between the parties
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Appointment and Scope: Formal appointment of agent and detailed scope of authority
5. Territory: Geographic area where the agent is authorized to act
6. Duration and Term: Period of the agreement, including commencement date and renewal provisions
7. Agent's Rights and Obligations: Detailed responsibilities, duties, and rights of the agent
8. Principal's Rights and Obligations: Detailed responsibilities, duties, and rights of the principal
9. Commission Structure: Details of commission rates, calculation methods, and payment terms
10. Reporting and Accounting: Requirements for financial reporting, record-keeping, and accounting procedures
11. Intellectual Property Rights: Usage rights and protection of trademarks, patents, and other IP
12. Confidentiality: Protection of confidential information and trade secrets
13. Non-Competition: Restrictions on competitive activities during and after the agreement
14. Termination: Grounds for termination, notice requirements, and consequences
15. Post-Termination: Obligations and rights of parties after agreement termination
16. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
17. General Provisions: Standard clauses including notices, amendments, and severability
1. Performance Targets: Specific sales or performance targets, used when the principal wants to set measurable objectives
2. Marketing and Promotion: Specific requirements for marketing activities, included when agent has marketing responsibilities
3. Training and Support: Details of training and support provided by principal, included for complex products/services
4. Sub-Agents: Rules regarding appointment of sub-agents, included when sub-agents may be needed
5. Insurance: Insurance requirements, included when specific coverage is needed for high-risk activities
6. Bank Guarantee: Requirements for bank guarantees, included when financial security is needed
7. Compliance with Anti-Corruption Laws: Specific anti-corruption provisions, included for international agreements
8. Force Majeure: Provisions for unforeseen circumstances, included when specific risk allocation is needed
9. Data Protection: Specific data protection requirements, included when personal data processing is involved
1. Schedule 1 - Products/Services: Detailed list of products or services covered by the agency agreement
2. Schedule 2 - Commission Rates: Detailed commission structure, rates, and calculation methods
3. Schedule 3 - Territory Map: Detailed map or description of the authorized territory
4. Schedule 4 - Performance Targets: Specific sales targets and performance metrics
5. Schedule 5 - Reporting Templates: Standard forms for regular reporting requirements
6. Schedule 6 - Standard Operating Procedures: Detailed procedures for day-to-day operations
7. Appendix A - Power of Attorney: Formal power of attorney document if required under Indonesian law
8. Appendix B - Brand Guidelines: Guidelines for use of principal's branding and trademarks
Authors
Manufacturing
Consumer Goods
Industrial Products
Technology
Pharmaceuticals
Automotive
Agriculture
Construction
Retail
Electronics
Telecommunications
Food and Beverage
Textiles
Chemical Products
Mining Equipment
Medical Devices
Legal
Commercial
Sales
Business Development
Compliance
Operations
International Business
Risk Management
Contract Administration
Finance
Corporate Affairs
Commercial Director
Business Development Manager
Sales Director
Legal Counsel
Contract Manager
Regional Sales Manager
Chief Commercial Officer
Operations Director
Compliance Officer
International Business Manager
Agency Relationship Manager
Territory Manager
Chief Executive Officer
Sales Operations Manager
General Counsel
Risk Manager
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