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Exclusive Agency Agreement Template for Indonesia

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Key Requirements PROMPT example:

Exclusive Agency Agreement

"I need an Exclusive Agency Agreement for my automotive parts manufacturing company to appoint a sole distributor in Jakarta and surrounding areas, starting March 2025, with specific performance targets and a 3-year initial term."

Document background
The Exclusive Agency Agreement is a crucial document for businesses seeking to establish a formal representation arrangement in Indonesia through an exclusive agent. This agreement type is commonly used when a company (typically foreign or based in another region of Indonesia) wants to penetrate the Indonesian market through a dedicated local representative while maintaining control over their product or service distribution. The document must comply with Indonesian law, particularly the Civil Code (KUHPerdata) and trade regulations, and requires careful consideration of local business practices and regulatory requirements. It typically includes detailed provisions on territorial exclusivity, performance targets, commission structures, and compliance with local agency registration requirements. The agreement is particularly important in sectors where local market knowledge and relationships are crucial for business success.
Suggested Sections

1. Parties: Identification of the Principal and the Agent with complete legal names and addresses

2. Background: Context of the agreement, including brief description of the Principal's business and the purpose of appointing an exclusive agent

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Territory', 'Products', 'Exclusive Rights', etc.

4. Appointment and Scope: Express appointment of the Agent as exclusive agent and detailed scope of authority

5. Territory: Precise definition of the geographical area where the Agent has exclusive rights

6. Duration and Renewal: Term of the agreement, including commencement date and renewal provisions

7. Agent's Rights and Obligations: Comprehensive list of the Agent's responsibilities, duties, and entitled rights

8. Principal's Rights and Obligations: Detailed obligations of the Principal, including support and information provisions

9. Commission Structure: Detailed explanation of commission calculations, payment terms, and conditions

10. Performance Targets: Specific performance metrics and minimum requirements for maintaining exclusivity

11. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP

12. Confidentiality: Provisions for handling confidential information and trade secrets

13. Termination: Grounds for termination, notice requirements, and consequences

14. Post-Termination Obligations: Obligations and restrictions that survive after agreement termination

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

Optional Sections

1. Non-Competition: Restrictions on Agent's ability to represent competing products/services - include when there are specific competitive concerns

2. Insurance: Requirements for insurance coverage - include when dealing with high-value products or services

3. Bank Guarantee: Requirements for bank guarantees - include when financial security is needed

4. Sub-Agents: Provisions regarding appointment of sub-agents - include when sub-agents might be necessary

5. Marketing and Promotion: Specific marketing obligations and cost sharing - include when marketing is a crucial component

6. Training Requirements: Provisions for training and certification - include for technical or specialized products

7. Force Majeure: Provisions for unforeseen circumstances - include when extended contract period or high-value agreement

8. Data Protection: Specific data handling requirements - include when personal data processing is involved

Suggested Schedules

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

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

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

4. Schedule 4 - Performance Targets: Specific sales targets, KPIs, and measurement criteria

5. Schedule 5 - Trademark Usage Guidelines: Guidelines for using Principal's trademarks and branding

6. Appendix A - Required Reports: Templates and formats for required periodic reports

7. Appendix B - Operating Procedures: Standard operating procedures and compliance 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

Manufacturing

Consumer Goods

Industrial Products

Technology and Software

Pharmaceuticals

Automotive

Fashion and Luxury Goods

Electronics

Construction Materials

Agricultural Products

Chemical Products

Medical Equipment

Telecommunications

Professional Services

Relevant Teams

Legal

Commercial

Sales

Business Development

Compliance

Operations

Finance

International Trade

Corporate Affairs

Strategy

Relevant Roles

Commercial Director

Business Development Manager

Legal Counsel

Sales Director

Country Manager

Managing Director

Contract Manager

Compliance Officer

Chief Executive Officer

Regional Director

Distribution Manager

Channel Partner Manager

Chief Commercial Officer

Chief Legal Officer

Market Entry Specialist

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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