tiktok成人版

Master Distributor Agreement Template for Indonesia

A comprehensive legal agreement governed by Indonesian law that establishes and regulates the relationship between a principal company (manufacturer/supplier) and a master distributor. The agreement outlines the terms and conditions for the distribution of products within specified territories in Indonesia, including rights, obligations, commercial terms, and compliance requirements. It addresses key aspects such as territory rights, pricing, minimum purchase requirements, marketing obligations, and intellectual property protection, while ensuring compliance with Indonesian distribution laws and regulations.

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What is a Master Distributor Agreement?

The Master Distributor Agreement serves as the primary contractual framework for companies seeking to establish a distribution network in Indonesia. This document is essential when a principal company wishes to appoint a master distributor to handle the distribution of their products within specified territories in Indonesia. The agreement must comply with Indonesian regulations, particularly Law No. 7 of 2014 on Trade and related ministerial regulations governing distribution arrangements. It typically includes detailed provisions on territorial rights, pricing structures, performance requirements, and operational procedures. The document is crucial for businesses expanding their market presence in Indonesia through local distribution channels and requires careful consideration of local business practices, regulatory requirements, and commercial objectives.

What sections should be included in a Master Distributor Agreement?

1. Parties: Identification of the Principal and Distributor, including registration details required under Indonesian law

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

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Appointment and Territory: Terms of distributor appointment, territory definition, and exclusivity status

5. Rights and Obligations of Distributor: Comprehensive listing of distributor's duties, responsibilities, and rights

6. Rights and Obligations of Principal: Detailed obligations of the principal including supply commitments and support

7. Product Orders and Delivery: Procedures for ordering, delivery terms, and logistics arrangements

8. Prices and Payment Terms: Pricing structure, payment conditions, and currency terms

9. Marketing and Promotion: Requirements for marketing, advertising, and promotion of products

10. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP

11. Confidentiality: Protection of confidential information and trade secrets

12. Compliance with Laws: Obligations to comply with Indonesian laws and regulations

13. Term and Termination: Duration of agreement and termination provisions

14. Post-Termination Obligations: Rights and duties of parties after agreement termination

15. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

16. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments

What sections are optional to include in a Master Distributor Agreement?

1. Minimum Purchase Requirements: Used when the principal requires minimum purchase commitments

2. E-commerce and Online Sales: Include when distribution includes online channels

3. Sub-distributors: Required when the distributor has rights to appoint sub-distributors

4. Product Training: Include for technical products requiring specific training

5. After-Sales Service: Necessary for products requiring maintenance or warranty service

6. Performance Targets: Used when specific performance metrics are required

7. Import Requirements: Include when products are imported into Indonesia

8. Data Protection: Required when personal data processing is involved

9. Insurance Requirements: Include when specific insurance coverage is mandatory

10. Bank Guarantee: Used when financial security is required from distributor

What schedules should be included in a Master Distributor Agreement?

1. Schedule 1 - Products: Detailed list of products covered by the agreement

2. Schedule 2 - Territory: Detailed description of geographic territory and any exclusions

3. Schedule 3 - Prices and Discount Structure: Current price list and applicable discount schemes

4. Schedule 4 - Minimum Purchase Quantities: If applicable, detailed minimum purchase requirements

5. Schedule 5 - Performance Targets: Specific KPIs and performance metrics

6. Schedule 6 - Technical Specifications: Product specifications and technical requirements

7. Schedule 7 - Marketing Guidelines: Branding and marketing requirements

8. Schedule 8 - Service Level Requirements: Customer service and support standards

9. Appendix A - Standard Operating Procedures: Detailed operational procedures and processes

10. Appendix B - Reporting Templates: Required formats for regular reporting

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

Document Type

Master Agreement

Cost

Free to use

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