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The Sub Agency Agreement is utilized when a principal agent, operating under authority from an original principal, needs to delegate certain rights and responsibilities to another party (sub-agent) in Indonesia. This arrangement is common in situations where geographical expansion, market penetration, or specialized expertise is required. The document must comply with Indonesian legal requirements, particularly the Civil Code (KUHPer) and commercial regulations. It typically includes detailed provisions on appointment scope, territorial rights, commission structures, reporting requirements, and compliance obligations. The agreement is crucial for businesses operating through multi-tiered agency structures in Indonesia, especially in sectors requiring local market expertise or extended distribution networks.

1. Parties: Identification of the Principal Agent and Sub-Agent, including complete legal names and addresses

2. Background: Context of the agreement, including reference to the main agency agreement and basis for sub-agency appointment

3. Definitions: Key terms used throughout the agreement, including Territory, Products/Services, Commission, and other relevant terms

4. Appointment and Scope: Terms of sub-agent appointment, scope of authority, and territorial limitations

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

6. Sub-Agent's Rights and Obligations: Detailed responsibilities, performance requirements, and authorized activities

7. Principal Agent's Rights and Obligations: Support, training, and other obligations of the principal agent

8. Commission and Payment Terms: Commission structure, calculation method, payment timing, and currency

9. Reporting and Compliance: Regular reporting requirements and compliance with local regulations

10. Intellectual Property: Usage rights and restrictions regarding trademarks, logos, and other IP

11. Confidentiality: Protection of confidential information and trade secrets

12. Non-Competition and Non-Solicitation: Restrictions during and after the agreement term

13. Termination: Grounds for termination, notice requirements, and consequences

14. Governing Law and Dispute Resolution: Application of Indonesian law and dispute resolution mechanisms

15. General Provisions: Standard clauses including notices, amendments, and severability