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Exclusive Distribution Agreement Template for Indonesia

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Key Requirements PROMPT example:

Exclusive Distribution Agreement

"I need an Exclusive Distribution Agreement for my Indonesian cosmetics company to appoint a sole distributor in East Java, with specific requirements for halal certification compliance and minimum quarterly purchase commitments starting March 2025."

Document background
An Exclusive Distribution Agreement is essential when a supplier wishes to establish a controlled distribution channel in Indonesia through a single distributor in specified territories. This document is particularly relevant for foreign companies entering the Indonesian market who need to comply with local distribution regulations, including Law No. 7 of 2014 on Trade and Government Regulation No. 34 of 2016. The agreement typically includes detailed provisions on exclusivity rights, territorial restrictions, performance requirements, and compliance with Indonesian laws. It's commonly used when the supplier wants to maintain brand control, ensure market development, and establish a strong local presence while working with a single partner who has established distribution networks and market knowledge in Indonesia.
Suggested Sections

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

2. Background: Context of the agreement, nature of the parties' businesses, and their intentions

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

4. Appointment and Territory: Grant of exclusive distribution rights and definition of the territorial scope

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

6. Supplier's Obligations: Key obligations of the supplier including supply commitments and support

7. Distributor's Obligations: Core obligations of the distributor including sales, marketing, and reporting requirements

8. Ordering and Supply: Process for ordering products, delivery terms, and acceptance procedures

9. Prices and Payment: Pricing structure, payment terms, and currency provisions

10. Intellectual Property: License to use trademarks and protection of intellectual property rights

11. Compliance: Compliance with Indonesian laws, including trade regulations and anti-corruption laws

12. Confidentiality: Protection of confidential information and trade secrets

13. Termination: Grounds for termination and consequences of termination

14. Post-Termination: Obligations and rights of parties after termination

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

16. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments

Optional Sections

1. Import/Export Requirements: Required when products are imported/exported, covering customs, permits, and compliance with international trade regulations

2. Minimum Purchase Requirements: Include when the agreement specifies minimum purchase quantities or sales targets

3. Marketing and Promotion: Detailed section when extensive marketing obligations are required, including marketing plans and budgets

4. After-Sales Service: Required when distributor provides warranty service or maintenance

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

6. Performance Reviews: Include when regular performance evaluations are required

7. Training Requirements: Required when supplier provides product or technical training

8. Insurance: Detailed insurance requirements when product liability risks are significant

Suggested Schedules

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

2. Schedule 2 - Territory: Detailed description of the exclusive territory, including maps if relevant

3. Schedule 3 - Prices: Price list and discount structure

4. Schedule 4 - Minimum Purchase Quantities: Details of any minimum purchase requirements or targets

5. Schedule 5 - Technical Requirements: Technical specifications and quality standards

6. Schedule 6 - Trademark Usage Guidelines: Guidelines for use of supplier's trademarks and branding

7. Schedule 7 - Service Level Requirements: Standards for customer service and after-sales support

8. Appendix A - Reporting Templates: Standard forms for required periodic reports

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

Pharmaceuticals

Industrial Equipment

Food and Beverage

Cosmetics

Medical Devices

Luxury Goods

Technology Products

Relevant Teams

Legal

Commercial

Sales

Supply Chain

Operations

Compliance

Business Development

International Trade

Distribution

Contract Management

Relevant Roles

Commercial Director

Sales Director

Business Development Manager

Legal Counsel

Supply Chain Manager

Distribution Manager

Country Manager

Compliance Officer

Contract Manager

Chief Operating Officer

General Manager

Market Entry Specialist

Regional Sales 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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