The Sales Agent Agreement is a crucial document for businesses operating in Indonesia who wish to expand their market reach through independent sales representatives. This agreement is particularly important in the Indonesian market, where using local sales agents is often essential for market penetration and business growth. The document must comply with Indonesian law, including the Civil Code (KUH Perdata) and relevant trade regulations, while clearly defining the commercial relationship between principal and agent. It covers essential elements such as territory rights, commission structures, performance metrics, and compliance requirements, making it suitable for both domestic and international companies seeking to establish sales networks in Indonesia. The agreement helps protect both parties' interests while ensuring compliance with local legal requirements regarding agency relationships.
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1. Parties: Identification of the Principal and Sales Agent with complete legal details
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions: Key terms used throughout the agreement
4. Appointment and Territory: Formal appointment of agent and definition of territorial scope
5. Agent's Rights and Obligations: Detailed responsibilities and authorized activities of the agent
6. Principal's Rights and Obligations: Principal's commitments and responsibilities to the agent
7. Commission Structure: Commission rates, calculation methods, and payment terms
8. Term and Termination: Duration of agreement and conditions for termination
9. Confidentiality: Protection of confidential information and trade secrets
10. Non-Competition and Non-Solicitation: Restrictions on competitive activities during and after the agreement
11. Governing Law and Dispute Resolution: Choice of law and methods for resolving disputes
12. General Provisions: Standard contractual clauses including notices, amendments, and assignment
1. Performance Targets: Specific sales targets and performance metrics - include when principal wants to set measurable goals
2. Training and Support: Details of training and support provided by principal - include for complex products or services
3. Marketing and Advertising: Guidelines for marketing activities - include when agent will conduct marketing
4. Intellectual Property: IP usage rights and restrictions - include when branded products or materials are involved
5. Insurance Requirements: Required insurance coverage - include for high-value products or risky activities
6. Compliance with Anti-Corruption Laws: Anti-bribery and corruption provisions - include for international dealings
7. Data Protection: Data handling and privacy requirements - include when personal data processing is involved
8. Sub-Agents: Rules for appointing sub-agents - include if sub-agents might be needed
1. Schedule 1 - Products/Services: Detailed list of products or services covered by the agreement
2. Schedule 2 - Commission Rates: Detailed commission structure including any variations by product/service
3. Schedule 3 - Territory Description: Detailed description of geographical territory with any exclusions
4. Schedule 4 - Performance Metrics: Specific KPIs and targets if applicable
5. Schedule 5 - Reporting Templates: Standard forms for sales reports and commission calculations
6. Appendix A - Principal's Policies: Relevant company policies the agent must comply with
7. Appendix B - Marketing Guidelines: Guidelines for use of principal's branding and marketing materials
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Consumer Goods
Industrial Products
Technology
Software and Services
Pharmaceuticals
Automotive
Construction Materials
Electronics
Textiles and Apparel
Food and Beverage
Agricultural Products
Chemical Products
Medical Equipment
Telecommunications
Relevant Teams
Legal
Sales
Commercial
Business Development
Compliance
Operations
Contract Administration
Partner Relations
Distribution
International Business
Relevant Roles
Sales Director
Commercial Director
Business Development Manager
Sales Operations Manager
Channel Manager
Legal Counsel
Compliance Officer
Contract Manager
Sales Agent
Territory Manager
Regional Sales Manager
Chief Commercial Officer
Distribution Manager
Partner Relations Manager
General Counsel
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