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Authorized Distribution Agreement for Indonesia

Authorized Distribution Agreement Template for Indonesia

A comprehensive legal agreement governed by Indonesian law that establishes and regulates the relationship between a supplier/manufacturer and an authorized distributor. The document outlines the terms and conditions for the distribution of products within specified territories in Indonesia, including rights, obligations, performance requirements, and compliance with local regulations. It addresses key aspects such as territory exclusivity, pricing structures, minimum purchase requirements, marketing obligations, intellectual property rights, and dispute resolution mechanisms, all while ensuring compliance with Indonesian distribution and trade laws.

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What is a Authorized Distribution Agreement?

The Authorized Distribution Agreement is a critical document used when a manufacturer or supplier wishes to establish a formal distribution channel for their products in Indonesia. This agreement is essential for businesses expanding their market presence in Indonesia while ensuring compliance with local laws, including Law No. 7 of 2014 on Trade and relevant Ministry of Trade regulations. The document comprehensively covers distribution rights, territorial limitations, performance obligations, compliance requirements, and protection of intellectual property rights. It's particularly important in Indonesia's complex regulatory environment, where specific registration and licensing requirements exist for distributors. The agreement helps establish clear guidelines for the relationship between parties while ensuring adherence to Indonesian legal requirements regarding distribution arrangements, trade practices, and consumer protection.

What sections should be included in a Authorized Distribution Agreement?

1. Parties: Identification of the supplier/manufacturer and distributor, including their legal status and registered addresses

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

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

4. Appointment and Territory: Scope of distributor's appointment, exclusivity status, and defined territory

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

6. Distributor's Rights and Obligations: Detailed responsibilities including sales targets, marketing, storage, and reporting requirements

7. Supplier's Rights and Obligations: Supplier's commitments regarding product supply, support, and training

8. Ordering and Delivery: Procedures for ordering products, delivery terms, and logistics arrangements

9. Prices and Payment: Pricing structure, payment terms, and currency specifications

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

11. Compliance: Regulatory compliance requirements under Indonesian law

12. Warranties and Indemnities: Product warranties and mutual indemnification provisions

13. Confidentiality: Protection of confidential information and trade secrets

14. Termination: Grounds for termination and post-termination obligations

15. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

16. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments

What sections are optional to include in a Authorized Distribution Agreement?

1. Non-Competition: Restrictions on distributor's ability to sell competing products, used when exclusivity is important

2. Sales Through E-commerce: Special provisions for online sales channels, used when e-commerce is part of distribution strategy

3. Sub-distributors: Terms for appointment of sub-distributors, used when sub-distribution is permitted

4. Marketing and Promotion: Detailed marketing obligations and cost-sharing arrangements, used for complex marketing arrangements

5. Product Training: Specific training requirements and programs, used for technical or specialized products

6. After-Sales Service: Service and maintenance obligations, used for technical products requiring ongoing support

7. Insurance: Specific insurance requirements, used for high-value or high-risk products

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

9. Data Protection: Special provisions for handling customer data, used when significant customer data is processed

What schedules should be included in a Authorized Distribution Agreement?

1. Product Schedule: List of products covered by the distribution agreement with specifications

2. Price List: Detailed pricing structure and distributor margins

3. Territory Map: Detailed definition of the geographic territory with maps if applicable

4. Performance Targets: Specific sales targets and performance metrics

5. Technical Requirements: Storage, handling, and technical requirements for products

6. Trademark Usage Guidelines: Specific rules for use of supplier's trademarks and branding

7. Service Level Agreement: Detailed service standards and response times

8. Compliance Procedures: Detailed procedures for regulatory compliance and reporting

9. Required Permits and Licenses: List of required governmental approvals and licenses

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Indonesia

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions





























































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Relevant Industries

Consumer Goods

Electronics and Technology

Automotive

Pharmaceuticals and Healthcare

Industrial Equipment

Food and Beverage

Cosmetics and Personal Care

Construction Materials

Telecommunications

Agricultural Products

Machinery and Tools

Chemical Products

Relevant Teams

Legal

Commercial

Sales

Distribution

Supply Chain

Operations

Finance

Compliance

Business Development

Procurement

Logistics

Marketing

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Director

Distribution Manager

Business Development Manager

Legal Counsel

Compliance Officer

Supply Chain Manager

Operations Director

Contract Manager

Regional Sales Manager

Chief Financial Officer

Procurement Manager

Logistics Manager

Marketing Director

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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