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The Sales and Marketing Outsourcing Agreement is essential for businesses operating in Indonesia who wish to engage external expertise for their sales and marketing functions while ensuring compliance with local regulations. This document becomes necessary when companies seek to optimize their marketing operations, reduce overhead costs, or access specialized expertise without maintaining an internal team. The agreement must comply with Indonesian outsourcing regulations, particularly Law No. 13 of 2003 on Manpower and Minister of Manpower Regulation No. 19 of 2012, which set specific requirements for outsourcing arrangements. The document covers crucial aspects such as service scope, performance standards, data protection, intellectual property rights, and regulatory compliance, while providing flexibility to accommodate various business needs and industry-specific requirements.

1. Parties: Identification of the principal company and the outsourcing service provider

2. Background: Context of the agreement and brief description of the parties' business activities

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

4. Scope of Services: Detailed description of sales and marketing services to be provided

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

6. Service Provider's Obligations: Key responsibilities and commitments of the outsourcing provider

7. Principal's Obligations: Key responsibilities and commitments of the principal company

8. Performance Standards: Required service levels and performance metrics

9. Fees and Payment Terms: Compensation structure, payment schedule, and related terms

10. Compliance with Laws: Obligations to comply with Indonesian regulations, particularly employment and marketing laws

11. Confidentiality: Protection of confidential information and trade secrets

12. Intellectual Property Rights: Ownership and usage rights of marketing materials and related IP

13. Data Protection: Compliance with data protection laws and customer data handling

14. Representation and Warranties: Standard warranties and representations from both parties

15. Indemnification: Mutual indemnification obligations

16. Termination: Grounds and procedures for contract termination

17. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law

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