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The Master Dealer Agreement is a fundamental commercial contract used to establish and govern the relationship between manufacturers/suppliers and their authorized dealers in Indonesia. This agreement is essential for companies seeking to establish or expand their distribution networks within Indonesian territories while ensuring compliance with local laws and regulations. The document typically covers crucial aspects such as territorial rights, performance requirements, operational procedures, and compliance with Indonesian trade regulations. It's particularly important given Indonesia's complex regulatory environment and specific requirements for distribution arrangements. The Master Dealer Agreement includes detailed provisions for product supply, pricing mechanisms, marketing requirements, and quality control measures, while incorporating necessary safeguards to protect both parties' interests and ensure compliance with Indonesian competition law and trade regulations.

1. Parties: Identification of the manufacturer/supplier and dealer, including complete legal names and addresses

2. Background: Context of the agreement, business relationship overview, and general commercial intent

3. Definitions: Comprehensive definitions of terms used throughout the agreement, including Territory, Products, and specific Indonesian legal terms

4. Appointment and Territory: Terms of dealer appointment, territorial rights and restrictions, exclusivity/non-exclusivity provisions

5. Rights and Obligations of the Dealer: Comprehensive listing of dealer responsibilities, performance requirements, and operational obligations

6. Rights and Obligations of the Manufacturer: Manufacturer's commitments, support provisions, and supply obligations

7. Ordering and Supply Terms: Process for ordering, delivery terms, pricing mechanisms, and payment terms

8. Intellectual Property Rights: Usage rights for trademarks, trade names, and other IP, including territorial restrictions

9. Marketing and Promotion: Requirements for marketing activities, advertising approvals, and brand guidelines

10. Reporting and Audit Rights: Regular reporting requirements, performance metrics, and audit provisions

11. Confidentiality: Protection of confidential information and trade secrets

12. Term and Termination: Duration of agreement, renewal terms, and termination provisions

13. Post-Termination Obligations: Rights and obligations after agreement termination

14. Governing Law and Dispute Resolution: Application of Indonesian law and dispute resolution mechanisms

15. General Provisions: Standard boilerplate clauses adapted to Indonesian law requirements