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Exclusive Representation Agreement
"I need an Exclusive Representation Agreement under Indonesian law for my German manufacturing company appointing a Jakarta-based distributor to be our sole representative for industrial machinery sales in Java and Sumatra, with minimum sales targets and a 5% commission structure, starting January 2025."
1. Parties: Identification of the Principal and the Representative, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, brief description of both parties' businesses, and the purpose of entering into the exclusive representation arrangement
3. Definitions: Definitions of key terms used throughout the agreement, including Territory, Products/Services, Exclusivity Period, etc.
4. Appointment and Scope: Clear statement of exclusive appointment, scope of representation, and territorial limitations
5. Term and Exclusivity: Duration of the agreement and detailed terms of exclusivity
6. Rights and Obligations of Representative: Comprehensive list of representative's duties, responsibilities, and performance requirements
7. Rights and Obligations of Principal: Principal's commitments, support obligations, and restrictions
8. Financial Terms: Commission structure, payment terms, currency, and financial reporting requirements
9. Intellectual Property Rights: Usage rights for trademarks, trade names, and other IP during the representation
10. Confidentiality: Protection of confidential information and trade secrets
11. Non-Competition: Competition restrictions during and after the agreement term
12. Termination: Grounds for termination, notice requirements, and consequences of termination
13. Post-Termination Obligations: Obligations surviving termination, including commission payments and documentation return
14. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
15. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments
1. Minimum Performance Requirements: Include when specific performance targets or sales quotas are required
2. Marketing and Promotion: Include when the representative has specific marketing obligations or requirements
3. Training and Support: Include when the principal provides specific training or support programs
4. Insurance Requirements: Include when specific insurance coverage is required for the representative
5. Sub-Representatives: Include when the representative may be allowed to appoint sub-representatives
6. Data Protection: Include when personal data processing is involved in the representation activities
7. Compliance with Anti-Corruption Laws: Include when dealing with government entities or high-risk territories
8. Bank Guarantee: Include when financial security is required from the representative
1. Schedule 1: Territory Definition: Detailed description of the geographical territory covered by the exclusive representation
2. Schedule 2: Products/Services: Comprehensive list of products or services covered by the agreement
3. Schedule 3: Commission Structure: Detailed breakdown of commission rates, calculation methods, and examples
4. Schedule 4: Performance Targets: Specific sales targets or other performance metrics if applicable
5. Schedule 5: Trademark Usage Guidelines: Guidelines for using the principal's trademarks and branding
6. Appendix A: Required Reports: Templates and formats for required periodic reports
7. Appendix B: Standard Operating Procedures: Detailed procedures for order processing, customer service, etc.
8. Appendix C: Compliance Requirements: Specific regulatory or compliance requirements applicable to the territory
Authors
Manufacturing
Consumer Goods
Industrial Equipment
Technology
Pharmaceutical
Automotive
Fashion and Luxury Goods
Electronics
Construction Equipment
Medical Devices
Chemical Products
Agricultural Products
Professional Services
Software and IT
Legal
Commercial
Business Development
Sales
Operations
Compliance
International Business
Corporate Affairs
Distribution
Contract Management
Agency Relations
Chief Executive Officer
Commercial Director
Business Development Manager
Legal Counsel
Sales Director
Country Manager
Regional Director
Compliance Officer
Contract Manager
Operations Director
Managing Director
Chief Legal Officer
International Business Manager
Distribution Manager
Agency Relations Manager
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