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Product Exclusivity Agreement Template for Indonesia

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Key Requirements PROMPT example:

Product Exclusivity Agreement

"I need a Product Exclusivity Agreement for my Japanese electronics manufacturing company to grant exclusive distribution rights to an Indonesian distributor for Java and Sumatra, starting March 2025, with minimum annual sales targets and quality control requirements."

Document background
A Product Exclusivity Agreement is essential when establishing controlled distribution channels in the Indonesian market. This document is typically used when a product owner wishes to grant exclusive rights to another party for selling, distributing, or representing their products within specific territories in Indonesia. The agreement must carefully navigate Indonesian competition laws, particularly regarding market monopolies and unfair business practices. Key considerations include territorial restrictions, performance requirements, and compliance with local regulations. The document is crucial for businesses seeking to establish or maintain exclusive distribution arrangements while ensuring compliance with Indonesian legal requirements, including the Civil Code and Trade Law. It typically includes detailed provisions on product specifications, quality control, minimum performance targets, and territory management.
Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including their legal status and registered addresses

2. Background: Context of the agreement, including the product owner's rights and the business relationship

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

4. Grant of Exclusivity: Specific terms of the exclusive rights being granted, including territorial scope and duration

5. Product Specifications: Detailed description of the products covered by the exclusivity agreement

6. Territory: Definition and limitations of the geographical area where exclusivity applies

7. Term and Renewal: Duration of the agreement and conditions for renewal

8. Obligations of Product Owner: Responsibilities and commitments of the party granting exclusive rights

9. Obligations of Exclusive Partner: Responsibilities and commitments of the party receiving exclusive rights

10. Minimum Performance Requirements: Specific targets or quotas that must be met to maintain exclusivity

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

12. Competition Law Compliance: Provisions ensuring compliance with Indonesian competition laws

13. Confidentiality: Protection of confidential information exchanged between parties

14. Termination: Circumstances and procedures for ending the agreement

15. Consequences of Termination: Rights and obligations of parties post-termination

16. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

17. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

Optional Sections

1. Import/Export Requirements: Include when products require international shipping or customs clearance

2. Quality Control: Include for products requiring specific quality standards or certifications

3. Marketing and Promotion: Include when specific marketing obligations or restrictions apply

4. Training Requirements: Include when product requires technical training or certification

5. Sub-distributor Rights: Include when sub-distribution may be permitted

6. Force Majeure: Include when specific risk allocation for extraordinary events is needed

7. Insurance Requirements: Include when specific insurance coverage is required

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

9. Anti-corruption Compliance: Include when dealing with government entities or high-risk territories

Suggested Schedules

1. Schedule 1 - Product List: Detailed list and specifications of products covered by the agreement

2. Schedule 2 - Territory Map: Detailed map and description of the exclusive territory

3. Schedule 3 - Minimum Performance Targets: Specific sales targets or other performance metrics

4. Schedule 4 - Pricing and Commercial Terms: Pricing structure, payment terms, and commercial conditions

5. Schedule 5 - Technical Requirements: Technical specifications and standards for product handling

6. Schedule 6 - Trademark Usage Guidelines: Rules and guidelines for using the product owner's trademarks

7. Appendix A - Compliance Checklist: Checklist of regulatory and compliance requirements

8. Appendix B - Required Certifications: List of required certifications and licenses

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

Pharmaceuticals

Electronics

Automotive

Industrial Equipment

Food and Beverage

Cosmetics

Medical Devices

Luxury Goods

Agricultural Products

Technology

Telecommunications

Relevant Teams

Legal

Sales

Commercial

Business Development

Compliance

Supply Chain

Operations

Distribution

Corporate Affairs

Finance

Product Management

Relevant Roles

Chief Commercial Officer

Head of Sales

Business Development Director

Legal Counsel

Commercial Director

Distribution Manager

Country Manager

Compliance Officer

Supply Chain Director

Sales Operations Manager

Managing Director

Contract Manager

Regional Sales Director

Product Manager

General Counsel

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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