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Exclusive Marketing Agreement Template for Indonesia

This document establishes an exclusive marketing arrangement between a principal company and a marketing agent/agency under Indonesian law. It outlines the terms and conditions for exclusive marketing rights, including territorial restrictions, scope of services, compensation structure, and performance requirements. The agreement incorporates key provisions to comply with Indonesian regulations, particularly the Civil Code (KUHPerdata) and Anti-Monopoly Law, while addressing intellectual property protection, confidentiality, and dispute resolution mechanisms specific to the Indonesian jurisdiction.

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What is a Exclusive Marketing Agreement?

The Exclusive Marketing Agreement is a crucial document for businesses operating in Indonesia who wish to establish a controlled and exclusive marketing relationship with a specific agent or agency. This agreement is particularly important in the Indonesian market, where business relationships are heavily regulated by the Civil Code (KUHPerdata) and various commercial laws. The document provides comprehensive coverage of exclusive marketing rights, obligations, territorial limitations, and performance expectations while ensuring compliance with Indonesian anti-monopoly regulations. It's commonly used when a company wants to maintain strict control over their marketing activities, protect their brand in specific territories, or establish a strong presence in targeted Indonesian markets through a dedicated marketing partner. The agreement includes essential provisions for intellectual property protection, confidentiality, and dispute resolution, tailored to meet Indonesian legal requirements and business practices.

What sections should be included in a Exclusive Marketing Agreement?

1. Parties: Identification of the principal company and the marketing agent/agency

2. Background: Context of the agreement and brief description of both parties' business activities

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

4. Appointment and Scope: Formal appointment of marketing agent and detailed scope of marketing services

5. Exclusivity: Terms of exclusive arrangement including territorial and product/service scope

6. Duration and Renewal: Term of agreement, renewal conditions, and notice periods

7. Marketing Obligations: Detailed responsibilities and commitments of the marketing agent

8. Principal's Obligations: Support, resources, and information to be provided by the principal

9. Compensation: Fee structure, payment terms, and commission calculations

10. Intellectual Property: Usage rights and protection of trademarks, logos, and marketing materials

11. Confidentiality: Protection of confidential information and trade secrets

12. Performance Metrics: Key performance indicators and evaluation criteria

13. Termination: Grounds for termination and consequences

14. Post-Termination Obligations: Obligations of both parties after agreement ends

15. Governing Law: Specification of Indonesian law as governing law

16. Dispute Resolution: Process for resolving disputes under Indonesian jurisdiction

What sections are optional to include in a Exclusive Marketing Agreement?

1. Non-Competition: Restrictions on competing activities, used when there's risk of competitive conflict

2. Insurance: Insurance requirements, included when marketing activities involve significant risks

3. Data Protection: Specific provisions for handling customer data, required if personal data processing is involved

4. Social Media Management: Specific terms for social media marketing, included if social media is a key marketing channel

5. Subcontracting: Terms for engaging subcontractors, included if subcontracting is permitted

6. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in volatile markets

7. Compliance with Marketing Laws: Specific compliance obligations, included when marketing regulated products/services

8. Training and Support: Details of training provided, included when complex products/services are involved

What schedules should be included in a Exclusive Marketing Agreement?

1. Schedule A - Marketing Territory: Detailed description of geographic areas covered by the agreement

2. Schedule B - Products/Services: Comprehensive list of products/services to be marketed

3. Schedule C - Commission Structure: Detailed breakdown of commission rates and calculation methods

4. Schedule D - Marketing Plan: Initial marketing strategy and planned activities

5. Schedule E - Performance Targets: Specific KPIs and targets for evaluation

6. Schedule F - Approved Marketing Materials: List of pre-approved marketing materials and templates

7. Schedule G - Reporting Requirements: Format and frequency of required marketing reports

8. Appendix 1 - Brand Guidelines: Principal's branding requirements and usage guidelines

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

Jurisdiction

Indonesia

Cost

Free to use

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