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Commission Distribution Agreement Template for Indonesia

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Key Requirements PROMPT example:

Commission Distribution Agreement

"Need a Commission Distribution Agreement under Indonesian law for our pharmaceutical products, with exclusive territory rights in Jakarta and Surabaya, including a 15% commission rate and quarterly performance targets."

Document background
The Commission Distribution Agreement is essential for businesses seeking to establish formal distribution channels in Indonesia through commission-based arrangements. This document is particularly relevant when a principal company wishes to engage a distributor to sell products or services in specific Indonesian territories while maintaining control over pricing and customer relationships. The agreement comprehensively addresses the requirements of Indonesian commercial law, including compliance with Government Regulation No. 44 of 1997 on Partnership and relevant Ministry of Trade regulations. It is commonly used when direct sales operations are not feasible or when local market expertise is required, providing a structured framework for commission calculations, performance metrics, and territorial rights while ensuring regulatory compliance.
Suggested Sections

1. Parties: Identification of the principal and distributor, including full legal names and addresses

2. Background: Context of the agreement, business relationship, and general intent of the parties

3. Definitions: Key terms used throughout the agreement

4. Appointment and Territory: Scope of distributor appointment and defined territory

5. Rights and Obligations: Core responsibilities of both parties

6. Commission Structure: Calculation methodology and payment terms for commissions

7. Performance Targets: Minimum performance requirements and evaluation metrics

8. Term and Renewal: Duration of agreement and renewal conditions

9. Termination: Grounds and procedures for agreement termination

10. Intellectual Property: Usage rights and restrictions regarding trademarks and other IP

11. Confidentiality: Protection of confidential information

12. Compliance: Regulatory compliance requirements under Indonesian law

13. Governing Law: Application of Indonesian law and jurisdiction

14. Dispute Resolution: Process for resolving disputes

Optional Sections

1. Non-Compete: Restrictions on competing activities, if legally enforceable under Indonesian law

2. Insurance: Required insurance coverage for distributor operations

3. Bank Guarantee: Financial security requirements if applicable

4. Training and Support: Details of principal's support obligations

5. Sub-Distributors: Rights and conditions for appointing sub-distributors

6. Force Majeure: Provisions for unforeseen circumstances

7. Data Protection: Compliance with data protection regulations

8. Anti-Corruption: Specific anti-corruption compliance requirements

9. Change of Control: Provisions relating to ownership changes of either party

Suggested Schedules

1. Commission Rates: Detailed commission structures and rates for different product categories

2. Territory Definition: Detailed description and/or maps of authorized territory

3. Products: List of products covered by the agreement

4. Performance Metrics: Detailed KPIs and measurement criteria

5. Reporting Templates: Standard forms for performance and sales reporting

6. Technical Requirements: Technical specifications and standards to be maintained

7. Compliance Procedures: Detailed compliance requirements and procedures

8. Service Level Agreement: Specific service standards and response times

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 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

Pharmaceuticals

Automotive

Electronics

Fast-Moving Consumer Goods (FMCG)

Industrial Equipment

Telecommunications

Food and Beverage

Healthcare

Relevant Teams

Legal

Commercial

Sales

Business Development

Operations

Compliance

Supply Chain

Finance

Distribution

Contract Management

Relevant Roles

Commercial Director

Sales Director

Business Development Manager

Legal Counsel

Distribution Manager

Channel Manager

Chief Commercial Officer

Contract Manager

Regional Sales Manager

Compliance Officer

Operations Director

Supply Chain Manager

Chief Executive Officer

Managing 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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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