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Sales Outsourcing Agreement
"I need a Sales Outsourcing Agreement under Indonesian law for my technology company to engage a local sales agency to handle our enterprise software sales in Jakarta, with specific provisions for data protection and quarterly performance reviews."
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 relationship
3. Definitions: Key terms used throughout the agreement
4. Appointment and Scope of Services: Detailed description of the sales services to be outsourced and territory coverage
5. Term and Termination: Duration of the agreement and conditions for termination
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. Compensation and Payment Terms: Fee structure, commission rates, and payment procedures
9. Performance Standards: KPIs, quality standards, and performance metrics
10. Compliance with Laws: Obligations to comply with Indonesian regulations, particularly employment and outsourcing laws
11. Confidentiality: Protection of confidential information and trade secrets
12. Intellectual Property Rights: Ownership and usage rights of IP
13. Representations and Warranties: Standard warranties and representations from both parties
14. Liability and Indemnification: Allocation of risks and indemnification obligations
15. Force Majeure: Provisions for unforeseen circumstances
16. Dispute Resolution: Process for resolving disputes under Indonesian law
17. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Training and Support: Include when the principal company will provide specific training to the outsourced sales team
2. Non-Competition: Include when restricting the service provider from working with competitors
3. Insurance Requirements: Include when specific insurance coverage is required
4. Data Protection and Privacy: Include when handling sensitive customer data or personal information
5. Marketing and Branding Guidelines: Include when the service provider will represent the principal's brand
6. Transition Services: Include when specific provisions for handover at termination are needed
7. Subcontracting: Include when the service provider may need to subcontract certain services
8. Audit Rights: Include when regular audits of performance or compliance are required
1. Schedule 1 - Service Level Agreement: Detailed performance metrics, KPIs, and service standards
2. Schedule 2 - Commission Structure: Detailed breakdown of commission rates, bonuses, and calculation methods
3. Schedule 3 - Territory and Customer Segments: Defined geographical areas and customer groups for sales activities
4. Schedule 4 - Reporting Requirements: Templates and specifications for regular performance reports
5. Schedule 5 - Product List: List of products/services to be sold with pricing guidelines
6. Schedule 6 - Training Manual: Training requirements and procedures for sales representatives
7. Schedule 7 - Compliance Checklist: Regulatory requirements and compliance procedures
8. Appendix A - Key Personnel: List of key contacts and responsible personnel from both parties
9. Appendix B - Required Documents: List of regulatory permits and licenses required under Indonesian law
Authors
Technology and Software
Consumer Goods
Telecommunications
Financial Services
Manufacturing
Pharmaceutical
E-commerce
Industrial Equipment
Automotive
Healthcare
Real Estate
Insurance
Retail
Energy
Legal
Sales
Operations
Finance
Procurement
Compliance
Business Development
Commercial
Vendor Management
Risk Management
Human Resources
Chief Commercial Officer
Sales Director
Head of Business Development
Legal Counsel
Procurement Manager
Operations Director
Chief Financial Officer
Compliance Officer
Sales Operations Manager
Contract Manager
Business Development Director
Regional Sales Manager
Commercial Manager
Head of Partnerships
Vendor Management Lead
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