The Manufacturer's Representative Agreement is a crucial document for companies seeking to establish or expand their presence in the Indonesian market through local representatives rather than direct operations. This agreement type is particularly relevant when a manufacturer wants to leverage local expertise and connections while maintaining control over their brand and products. The document comprehensively covers the appointment of representatives, their rights and obligations, territory definitions, commission structures, and compliance requirements under Indonesian law. It's especially important given Indonesia's complex regulatory environment and the need to clearly define the relationship between foreign manufacturers and local representatives. The agreement helps ensure compliance with local agency laws, protect intellectual property rights, and establish clear performance metrics while managing the commercial relationship effectively.
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1. Parties: Identifies the manufacturer and the representative, including their complete legal names, registration details, and addresses
2. Background: Explains the context of the agreement, including the manufacturer's business, products, and desire to appoint a representative in Indonesia
3. Definitions: Defines key terms used throughout the agreement, including Products, Territory, Customers, and other important concepts
4. Appointment and Territory: Establishes the representative's appointment, territory coverage, and whether the appointment is exclusive or non-exclusive
5. Representative's Rights and Obligations: Details the representative's duties, including promotion, customer service, market reporting, and compliance requirements
6. Manufacturer's Rights and Obligations: Outlines the manufacturer's responsibilities, including product supply, training, marketing support, and technical assistance
7. Commission Structure: Specifies the commission rates, calculation methods, payment terms, and any performance-based incentives
8. Intellectual Property: Governs the use of trademarks, trade names, and other intellectual property in the course of representation
9. Confidentiality: Protects confidential information exchanged during the course of the relationship
10. Term and Termination: Specifies the agreement duration, renewal provisions, and grounds for termination
11. Post-Termination Obligations: Defines obligations and restrictions after the agreement ends
12. Governing Law and Dispute Resolution: Specifies Indonesian law as governing law and outlines dispute resolution procedures
13. General Provisions: Includes standard clauses such as force majeure, notices, assignment, and entire agreement
1. Minimum Performance Requirements: Sets specific sales targets or performance metrics, used when the manufacturer wants to ensure minimum performance levels
2. Product Training and Support: Detailed provisions for training programs and technical support, important for complex products or services
3. Insurance Requirements: Specific insurance coverage requirements, typically included for high-value products or where regulatory compliance requires it
4. Compliance with Anti-Corruption Laws: Detailed anti-corruption provisions, particularly important when dealing with government contracts or highly regulated industries
5. Sub-Representatives: Rules regarding the appointment of sub-representatives, included when the territory size or market complexity may require additional representatives
6. Marketing and Advertising Requirements: Specific guidelines for marketing activities, important for brands with strict marketing controls
7. Customer Service Standards: Detailed customer service requirements, important for products requiring significant after-sales support
8. Import/Export Compliance: Special provisions for compliance with import/export regulations, necessary for international shipments
1. Schedule A - Products: Detailed list of products covered by the agreement, including specifications and pricing structures
2. Schedule B - Territory: Detailed description of the geographic territory, including any excluded areas or customer segments
3. Schedule C - Commission Rates: Detailed commission structure, including any variations by product line or customer type
4. Schedule D - Performance Metrics: Specific performance targets and evaluation criteria
5. Schedule E - Approved Customer List: List of existing customers or approved customer categories
6. Schedule F - Trademark Usage Guidelines: Specific guidelines for using the manufacturer's trademarks and branding
7. Schedule G - Required Reports: Templates and requirements for periodic reporting
8. Appendix 1 - Technical Support Requirements: Detailed technical support and service level requirements
9. Appendix 2 - Compliance Procedures: Specific procedures for ensuring compliance with local regulations
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