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Non Exclusive Distribution Agreement Template for Indonesia

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Key Requirements PROMPT example:

Non Exclusive Distribution Agreement

"I need a Non-Exclusive Distribution Agreement for my pharmaceutical company to appoint multiple distributors in Java and Sumatra, Indonesia, with specific provisions for cold chain storage and compliance with Indonesian health regulations."

Document background
The Non-Exclusive Distribution Agreement is essential for businesses seeking to establish distribution channels in Indonesia while maintaining flexibility in their market approach. This document is particularly relevant when a supplier wishes to maintain control over their distribution network while working with multiple distributors in the same territory. The agreement must comply with Indonesian regulations, including Law No. 7 of 2014 on Trade and relevant Ministry of Trade regulations governing distribution arrangements. It typically includes detailed provisions on territorial rights, product specifications, pricing structures, minimum purchase requirements, and compliance with local laws. This type of agreement is commonly used when entering the Indonesian market, expanding distribution networks, or formalizing existing distribution relationships while preserving the right to appoint additional distributors.
Suggested Sections

1. Parties: Identification of the supplier/manufacturer and distributor, including full legal names, registration numbers, and addresses

2. Background: Context of the agreement, including supplier's business, products, and desire to appoint non-exclusive distributor

3. Definitions: Key terms used throughout the agreement, including Products, Territory, Intellectual Property Rights, etc.

4. Appointment and Scope: Non-exclusive appointment of distributor, territory definition, and confirmation of non-exclusive nature

5. Term and Termination: Duration of agreement, renewal terms, and grounds for termination

6. Distributor's Rights and Obligations: Core responsibilities including marketing, minimum purchase requirements, customer service, and reporting

7. Supplier's Rights and Obligations: Supply commitments, support, training, and product information obligations

8. Ordering and Delivery: Process for placing orders, delivery terms, and acceptance procedures

9. Prices and Payment: Pricing structure, payment terms, currency, and price adjustment mechanisms

10. Intellectual Property: Usage rights for trademarks, branding guidelines, and IP protection obligations

11. Confidentiality: Protection of confidential information and trade secrets

12. Representation and Warranties: Standard warranties regarding products and mutual business representations

13. Governing Law and Dispute Resolution: Application of Indonesian law and dispute resolution procedures

14. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

Optional Sections

1. Performance Targets: Specific sales targets and performance metrics, used when supplier wants to maintain specific market performance standards

2. Marketing and Promotion: Detailed marketing requirements and cost-sharing arrangements, used for products requiring significant marketing investment

3. Training Requirements: Specific training obligations for distributor's staff, important for technical or specialized products

4. After-Sales Service: Detailed service requirements, necessary for products requiring significant after-sales support

5. Insurance: Specific insurance requirements, important for high-value or high-risk products

6. Data Protection: Specific data handling requirements, necessary when personal data processing is involved

7. Anti-Corruption: Detailed anti-corruption provisions, important for international distributions or government sales

8. Force Majeure: Detailed force majeure provisions, important in volatile markets or for critical supply chains

9. Non-Compete: Restrictions on competing activities, used when protecting market position is crucial

Suggested Schedules

1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and pricing

2. Schedule 2 - Territory: Detailed description of geographical territory and any excluded areas

3. Schedule 3 - Minimum Purchase Quantities: Annual or quarterly minimum purchase requirements

4. Schedule 4 - Price List: Current pricing structure and discount schemes

5. Schedule 5 - Technical Specifications: Detailed product specifications and technical requirements

6. Schedule 6 - Service Level Requirements: Specific service levels and performance metrics

7. Schedule 7 - Trademark Usage Guidelines: Detailed guidelines for use of supplier's trademarks and branding

8. Appendix A - Standard Operating Procedures: Detailed procedures for ordering, delivery, and returns

9. Appendix B - Reporting Templates: Standard forms for regular reporting requirements

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 | Serial Founder & Legal AI Author

Relevant legal definitions








































Clauses









































Relevant Industries

Consumer Goods

Electronics

Automotive

Pharmaceuticals

Food and Beverage

Industrial Equipment

Technology

Fashion and Apparel

Construction Materials

Medical Devices

Agricultural Products

Telecommunications

Chemicals

Relevant Teams

Legal

Commercial

Sales

Supply Chain

Operations

Business Development

Compliance

Procurement

Distribution

Trade Compliance

Relevant Roles

Commercial Director

Sales Manager

Distribution Manager

Legal Counsel

Business Development Manager

Supply Chain Manager

Country Manager

Procurement Manager

Contract Manager

Compliance Officer

Operations Director

Regional Sales Director

Channel Manager

Trade Compliance Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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