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Sole Agency Agreement Template for Indonesia

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Key Requirements PROMPT example:

Sole Agency Agreement

"I need a Sole Agency Agreement for my Australian pharmaceutical company to appoint an Indonesian distributor as our exclusive agent for medical devices in Java and Sumatra, starting March 2025, with strict regulatory compliance requirements and performance targets."

Document background
The Sole Agency Agreement is a crucial document for businesses seeking to establish exclusive distribution channels in Indonesia. It is particularly relevant for foreign companies wanting to enter the Indonesian market through a local representative, or for domestic companies establishing exclusive distribution arrangements. The agreement must comply with Indonesian legal requirements, including the Civil Code (KUHPer), trade regulations, and specific agency laws. The document typically includes comprehensive terms covering appointment, territory definition, commission structures, performance targets, and termination provisions. It's essential for protecting both parties' interests while ensuring compliance with local regulatory requirements, including any necessary registrations with the Ministry of Trade. The Sole Agency Agreement is particularly important given Indonesia's complex distribution networks and the legal requirement for certain business activities to be conducted through local entities.
Suggested Sections

1. Parties: Identification of the Principal and the Agent, including their full legal names, registration numbers, and addresses

2. Background: Context of the agreement, including the Principal's business, the Agent's qualifications, and the intention to establish an exclusive agency relationship

3. Definitions: Key terms used throughout the agreement, including Territory, Products, Intellectual Property Rights, and other relevant definitions

4. Appointment and Scope: Express appointment of the Agent as the sole and exclusive agent, defining the territory and scope of authority

5. Term: Duration of the agreement, including commencement date and renewal provisions

6. Agent's Rights and Obligations: Detailed responsibilities of the Agent, including promotion, reporting, and compliance requirements

7. Principal's Rights and Obligations: Principal's commitments, including product supply, support, and training obligations

8. Commission and Payment Terms: Structure of commission, calculation method, payment terms, and currency

9. Intellectual Property: Usage rights and restrictions regarding the Principal's trademarks, logos, and other IP

10. Confidentiality: Protection of confidential information exchanged during the agency relationship

11. Termination: Grounds for termination, notice requirements, and consequences of termination

12. Post-Termination: Obligations and rights of both parties after agreement termination

13. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms

Optional Sections

1. Performance Targets: Specific sales or performance targets, used when the Principal wants to set measurable objectives

2. Sub-Agents: Terms for appointing sub-agents, if permitted by the Principal

3. Insurance: Insurance requirements, when specific coverage is needed for high-value products or services

4. Bank Guarantee: Requirements for bank guarantees or other financial security, used for high-value agreements

5. Training and Support: Detailed training obligations, when products require specific technical knowledge

6. Marketing and Promotion: Specific marketing requirements and cost-sharing arrangements, for agreements with significant promotional activities

7. Force Majeure: Extended force majeure provisions, particularly relevant in uncertain market conditions

8. Compliance with Anti-Corruption Laws: Detailed anti-corruption provisions, especially important when dealing with government contracts or highly regulated industries

Suggested Schedules

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

2. Schedule 2 - Territory: Detailed description of the geographical territory, including any excluded areas

3. Schedule 3 - Commission Structure: Detailed commission calculations, including any variations by product or customer type

4. Schedule 4 - Performance Targets: Specific sales targets and performance metrics

5. Schedule 5 - Trademark Usage Guidelines: Guidelines for using the Principal's trademarks and branding

6. Schedule 6 - Reporting Templates: Standard forms for regular reporting requirements

7. Appendix A - Required Certifications: List of required regulatory certifications or permits

8. Appendix B - Standard Operating Procedures: Key operational procedures and compliance 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

Manufacturing

Consumer Goods

Automotive

Electronics

Pharmaceuticals

Industrial Equipment

Luxury Goods

Technology

Medical Devices

Chemicals

Construction Materials

Agricultural Products

Telecommunications

Relevant Teams

Legal

Commercial

Sales

Business Development

Operations

Compliance

International Trade

Distribution

Channel Management

Executive Leadership

Regulatory Affairs

Relevant Roles

Commercial Director

Business Development Manager

Legal Counsel

Contracts Manager

Sales Director

Country Manager

Distribution Manager

Channel Manager

Compliance Officer

Chief Executive Officer

Managing Director

Operations Director

Regional Sales Manager

Import/Export Manager

Regulatory Affairs 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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