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Distributor Retailer Agreement Template for Indonesia

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Key Requirements PROMPT example:

Distributor Retailer Agreement

"I need a Distributor Retailer Agreement for my pharmaceutical company to appoint an exclusive distributor in Jakarta and surrounding areas, with strict quality control measures and compliance with Indonesian medical regulations."

Document background
The Distributor Retailer Agreement is essential for businesses establishing distribution networks in Indonesia, whether domestic or international. This document is particularly important given Indonesia's complex regulatory environment and vast archipelagic geography, which often necessitates multi-tiered distribution systems. The agreement must comply with Indonesian regulations, including Law No. 7 of 2014 on Trade, Minister of Trade regulations governing distribution relationships, and relevant licensing requirements. It is commonly used when companies want to expand their market reach through authorized distributors or retailers, establishing clear terms for product distribution, territorial rights, pricing mechanisms, and operational requirements. The document typically includes provisions for compliance with local business practices, protection of intellectual property rights, and dispute resolution mechanisms under Indonesian jurisdiction.
Suggested Sections

1. Parties: Identification of the supplier/manufacturer and the distributor/retailer, including registration details as required by Indonesian law

2. Background: Context of the agreement, business relationship, and intended commercial purpose

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Territory: Terms of appointment, territorial rights, and exclusivity status

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Distribution Rights and Obligations: Core distribution rights and responsibilities of the distributor/retailer

7. Product Orders and Delivery: Ordering procedures, delivery terms, and logistics arrangements

8. Prices and Payment Terms: Pricing structure, payment terms, and invoicing requirements

9. Marketing and Promotion: Marketing obligations and promotional activities requirements

10. Quality Control and Product Standards: Product handling, storage, and quality maintenance requirements

11. Reporting and Records: Required business reports, record-keeping, and audit rights

12. Intellectual Property Rights: Usage rights for trademarks, brands, and other IP

13. Confidentiality: Protection of confidential information and trade secrets

14. Termination: Grounds for termination and post-termination procedures

15. Governing Law and Dispute Resolution: Application of Indonesian law and dispute resolution mechanisms

Optional Sections

1. Minimum Purchase Requirements: Include when the agreement requires minimum purchase quantities or values

2. Product Return Policy: Include when specific return procedures need to be established

3. Training and Support: Include when the supplier provides technical or sales training

4. Non-Competition: Include when restricting the distributor from handling competing products

5. Insurance Requirements: Include when specific insurance coverage is required

6. Bank Guarantee: Include when financial security is required from the distributor

7. Force Majeure: Include when specific force majeure provisions are needed beyond standard terms

8. Compliance with Anti-Corruption Laws: Include when parties need specific anti-corruption compliance obligations

9. Data Protection: Include when personal data processing is involved in the distribution relationship

Suggested Schedules

1. Schedule 1 - Products: List of products covered by the agreement with specifications

2. Schedule 2 - Territory: Detailed description of the authorized distribution territory

3. Schedule 3 - Prices and Payment Terms: Detailed pricing structure, discounts, and payment conditions

4. Schedule 4 - Performance Targets: Sales targets and performance metrics

5. Schedule 5 - Marketing Guidelines: Specific requirements for marketing and brand representation

6. Schedule 6 - Technical Requirements: Product handling, storage, and technical specifications

7. Schedule 7 - Reporting Templates: Required formats for regular business reporting

8. Appendix A - Trademark Usage Guidelines: Rules for using the supplier's trademarks and branding

9. Appendix B - Standard Operating Procedures: Detailed operational procedures and requirements

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

Electronics

Automotive

Food and Beverage

Pharmaceuticals

Cosmetics

Fashion and Apparel

Home Appliances

Industrial Equipment

Construction Materials

Agricultural Products

Medical Devices

Telecommunications

Software and Technology

Sporting Goods

Relevant Teams

Legal

Commercial

Sales

Business Development

Operations

Supply Chain

Compliance

Procurement

Distribution

Retail Operations

Contract Management

International Trade

Partner Relations

Risk Management

Relevant Roles

Commercial Director

Sales Manager

Business Development Manager

Legal Counsel

Compliance Officer

Supply Chain Manager

Operations Director

Country Manager

Distribution Manager

Retail Operations Manager

Contract Administrator

Chief Commercial Officer

Regional Sales Director

Procurement Manager

Channel Partner Manager

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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