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Exclusive Reseller Agreement
"I need an Exclusive Reseller Agreement under Indonesian law for my technology company to appoint a Jakarta-based distributor as the sole reseller of our enterprise software solutions, with the agreement to commence on March 1, 2025 and include strict data protection provisions and cloud service requirements."
1. Parties: Identification of the supplier/manufacturer and the exclusive reseller, including complete legal names, registration numbers, and addresses
2. Background: Context of the agreement, brief description of the business relationship, and general intent of the parties
3. Definitions: Detailed definitions of key terms used throughout the agreement, including Products, Territory, and Intellectual Property Rights
4. Appointment and Scope: Formal appointment of exclusive reseller, definition of territory, and scope of exclusivity
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Rights and Obligations of the Supplier: Supplier's commitments regarding product supply, support, training, and maintenance of quality standards
7. Rights and Obligations of the Reseller: Reseller's commitments regarding sales targets, marketing, customer service, and territory management
8. Intellectual Property Rights: Protection and permitted usage of trademarks, logos, and other IP
9. Pricing and Payment Terms: Product pricing structure, payment terms, currency, and review mechanisms
10. Ordering and Delivery: Procedures for ordering, minimum order quantities, delivery terms, and lead times
11. Quality Control and Standards: Quality requirements, inspection rights, and compliance with Indonesian standards
12. Confidentiality: Protection of confidential information and trade secrets
13. Non-Competition: Restrictions on competing activities during and after the agreement
14. Termination: Grounds for termination, notice periods, and consequences of termination
15. Post-Termination Obligations: Obligations surviving termination, including inventory management and confidentiality
16. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
17. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments
1. Import/Export Compliance: Include when products require specific import/export licenses or compliance with international trade regulations
2. E-commerce Provisions: Include when reseller will sell products through online channels, ensuring compliance with Indonesian e-commerce regulations
3. Data Protection: Include when personal data processing is involved in the business relationship
4. Insurance Requirements: Include when specific insurance coverage is required for high-value or regulated products
5. Environmental Compliance: Include for products subject to environmental regulations or requiring special handling
6. Anti-Corruption Compliance: Include when dealing with government contracts or high-risk territories
7. Product Registration: Include when products require registration with Indonesian authorities
8. Training and Support: Include when complex products require detailed training and support arrangements
9. Warranty and After-Sales Service: Include when products require specific warranty handling or after-sales support
1. Schedule 1 - Product List: Detailed list of approved products, including specifications and pricing
2. Schedule 2 - Territory Definition: Detailed description of the exclusive territory, including maps if necessary
3. Schedule 3 - Minimum Purchase Commitments: Annual or quarterly minimum purchase requirements
4. Schedule 4 - Commission Structure: Detailed breakdown of commission rates and calculation methods
5. Schedule 5 - Marketing Guidelines: Guidelines for use of trademarks, marketing materials, and brand standards
6. Schedule 6 - Service Level Agreement: Performance metrics and service level requirements
7. Schedule 7 - Reporting Requirements: Templates and timing for required business reports
8. Schedule 8 - Technical Specifications: Detailed technical requirements and compliance standards
9. Appendix A - Approved Sub-distributors: List of approved sub-distributors if permitted under the agreement
10. Appendix B - Standard Operating Procedures: Detailed operational procedures for order processing and fulfillment
Authors
Consumer Goods
Electronics
Automotive
Pharmaceuticals
Medical Devices
Industrial Equipment
Fashion and Luxury Goods
Food and Beverage
Technology and Software
Telecommunications
Construction Materials
Chemical Products
Cosmetics and Personal Care
Agricultural Products
Sporting Goods
Legal
Commercial
Sales
Business Development
Operations
Supply Chain
Distribution
Compliance
Corporate Affairs
Regulatory Affairs
Finance
Marketing
Product Management
Quality Assurance
Chief Executive Officer
Managing Director
Commercial Director
Sales Director
Business Development Manager
Legal Counsel
Contract Manager
Compliance Officer
Operations Director
Supply Chain Manager
Distribution Manager
Regional Sales Manager
General Manager
Country Manager
Corporate Secretary
Regulatory Affairs Manager
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