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The Exclusive Commission Agreement is a crucial commercial document used when a business (Principal) wishes to appoint an exclusive representative (Agent) to sell products or services in Indonesia or a specified territory within Indonesia. This agreement type is particularly relevant in the Indonesian market where local representation is often essential for business success. The document comprehensively addresses commission structures, exclusivity terms, territorial rights, and compliance with Indonesian commercial law, including relevant provisions of the Indonesian Civil Code (KUHPerdata) and trade regulations. It's commonly used for establishing new market presence, expanding distribution networks, or formalizing existing commercial relationships while ensuring proper protection of both parties' interests under Indonesian jurisdiction.

1. Parties: Identification of the principal and commission agent, including their full legal names, registration numbers, and addresses

2. Background: Context of the agreement, brief description of the business relationship and parties' intentions

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Appointment and Scope: Terms of exclusive appointment, territory coverage, and products/services included

5. Duration and Term: Initial term of the agreement and any renewal provisions

6. Commission Structure: Detailed commission rates, calculation methods, and any variations based on performance

7. Payment Terms: Timeline for commission payments, currency, payment methods, and handling of taxes

8. Rights and Obligations of the Agent: Detailed responsibilities, performance standards, and reporting requirements

9. Rights and Obligations of the Principal: Support to be provided, information sharing, and other principal obligations

10. Exclusivity Provisions: Specific terms of exclusivity, including any limitations or exceptions

11. Intellectual Property: Usage rights for trademarks, logos, and other IP during the agreement term

12. Confidentiality: Protection of confidential information and trade secrets

13. Termination: Grounds for termination, notice periods, and consequences of termination

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

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability