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Seller And Agent Agreement for Indonesia

Seller And Agent Agreement Template for Indonesia

This document establishes a formal agency relationship between a seller and their appointed commercial agent under Indonesian law. It comprehensively outlines the terms and conditions governing the agent's authority to promote and sell the principal's products or services within specified territories in Indonesia. The agreement addresses key aspects including commission structures, performance expectations, territorial rights, and compliance with Indonesian commercial regulations, particularly the Civil Code (KUHPerdata) and relevant trade laws. It includes provisions for reporting requirements, intellectual property protection, and dispute resolution mechanisms specific to the Indonesian legal context.

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What is a Seller And Agent Agreement?

The Seller and Agent Agreement is a crucial document for businesses expanding their distribution networks in Indonesia through commercial agents. It is commonly used when a company (the Principal) wishes to appoint an agent to market and sell their products or services in specific Indonesian territories without establishing their own direct sales presence. The agreement must comply with Indonesian law, particularly the Civil Code (KUHPerdata) and relevant commercial regulations. It typically covers essential elements such as appointment terms, territorial rights, commission structures, performance targets, and reporting requirements. This document is particularly important in the Indonesian market where working through local agents is often a preferred market entry strategy for both domestic and international companies. The agreement provides legal protection for both parties while clearly defining their respective rights, obligations, and commercial terms.

What sections should be included in a Seller And Agent Agreement?

1. Parties: Identification of the Principal (Seller) and the Agent, including their complete legal names, registration numbers, and addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the agency relationship

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

4. Appointment and Scope: Formal appointment of the agent, nature of the relationship (exclusive/non-exclusive), and territorial scope

5. Agent's Rights and Obligations: Detailed responsibilities of the agent, including marketing, sales targets, reporting requirements, and customer service obligations

6. Principal's Rights and Obligations: Seller's commitments regarding product supply, support, training, and information provision

7. Commission Structure: Detailed breakdown of commission rates, calculation methods, and payment terms

8. Term and Termination: Duration of the agreement, renewal provisions, and grounds for termination

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

10. Confidentiality: Protection of confidential information and trade secrets

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

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

What sections are optional to include in a Seller And Agent Agreement?

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

2. Performance Targets: Specific sales or performance metrics, included when the principal wants to set measurable objectives

3. Training and Support: Detailed provisions for agent training and ongoing support, important for complex products or services

4. Insurance Requirements: Specific insurance obligations for the agent, included for high-risk products or services

5. Data Protection: Specific provisions for handling customer data, important when dealing with personal information

6. Marketing and Advertising: Detailed provisions about marketing responsibilities and cost-sharing, used when marketing is a significant component

7. Sub-Agents: Provisions regarding the appointment of sub-agents, included when sub-agency arrangements are permitted

What schedules should be included in a Seller And Agent Agreement?

1. Schedule 1: Territory Definition: Detailed description of the geographical area covered by the agreement

2. Schedule 2: Product List: Comprehensive list of products/services covered by the agreement

3. Schedule 3: Commission Rates: Detailed commission structure including any variations by product or volume

4. Schedule 4: Sales Targets: Specific performance metrics and targets

5. Schedule 5: Reporting Templates: Standard forms for regular reporting requirements

6. Appendix A: Marketing Guidelines: Principal's requirements for marketing and brand representation

7. Appendix B: Operating Procedures: Detailed operational procedures and requirements

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

Document Type

Agency Agreement

Cost

Free to use
Relevant legal definitions








































Clauses








































Relevant Industries

Retail

Consumer Goods

Manufacturing

Industrial Products

Technology

Electronics

Fashion and Apparel

Automotive

Pharmaceuticals

Food and Beverage

Construction Materials

Agricultural Products

Chemical Products

Medical Equipment

Telecommunications

Relevant Teams

Legal

Sales

Commercial

Business Development

Operations

Compliance

Finance

Contract Administration

Distribution

Channel Management

Relevant Roles

Sales Director

Commercial Director

Business Development Manager

Legal Counsel

Contract Manager

Sales Manager

Channel Manager

Distribution Manager

Chief Commercial Officer

Regional Sales Manager

Agency Relations Manager

Operations Manager

Compliance Officer

Chief Executive Officer

Managing 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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