The Authorized Reseller Agreement is a crucial document for businesses looking to expand their distribution network in Indonesia through authorized resellers. This agreement is particularly important given Indonesia's complex distribution regulations and vast archipelagic geography. It defines the commercial relationship between the Principal (product owner) and the Reseller, incorporating requirements from Indonesian trade laws, including Law No. 7 of 2014 on Trade and relevant Ministry of Trade regulations. The agreement typically covers essential aspects such as territory rights, pricing policies, minimum purchase requirements, brand protection measures, and compliance with local regulations. It's commonly used when a company wants to maintain control over how its products are sold and distributed while expanding market reach through authorized channels.
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1. Parties: Identification of the Principal/Supplier and the Authorized Reseller, including complete legal names, registration numbers, and addresses
2. Background: Context of the agreement, brief description of the Principal's business, products, and purpose of appointing the Reseller
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Appointment and Territory: Scope of reseller appointment, territorial limits, and exclusivity/non-exclusivity provisions
5. Term and Renewal: Duration of the agreement, conditions for renewal, and notice periods
6. Reseller Obligations: Core responsibilities including sales targets, marketing standards, customer service requirements, and reporting obligations
7. Principal's Obligations: Commitments regarding product supply, support, training, and marketing assistance
8. Ordering and Delivery: Procedures for placing orders, delivery terms, and minimum order requirements
9. Prices and Payment: Pricing structure, payment terms, currency, and price adjustment mechanisms
10. Intellectual Property Rights: Usage rights for trademarks, logos, and marketing materials
11. Confidentiality: Protection of confidential information and trade secrets
12. Termination: Grounds for termination, notice requirements, and consequences of termination
13. Post-Termination Obligations: Obligations surviving termination, including return of materials and settlement of accounts
14. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
1. E-commerce and Online Sales: Include when reseller will sell through online channels, addressing platform requirements and restrictions
2. Export Restrictions: Include when there's potential for cross-border sales, specifying prohibited territories
3. Product Training: Include for technical or complex products requiring specific training programs
4. Marketing Development Funds: Include when Principal provides marketing support funds or cost-sharing arrangements
5. Service Level Requirements: Include for products requiring after-sales service or technical support
6. Data Protection: Include when personal data processing is involved in the reseller relationship
7. Insurance Requirements: Include when specific insurance coverage is required for high-value or high-risk products
8. Warranty Handling: Include when reseller has specific warranty service obligations
9. Bank Guarantee: Include when financial security is required from the reseller
1. Product List and Pricing Schedule: Detailed list of authorized products and corresponding price lists
2. Territory Map: Detailed description or map of authorized sales territory
3. Sales Targets: Quarterly or annual sales targets and performance metrics
4. Marketing Guidelines: Brand guidelines and approved marketing practices
5. Service Level Agreement: Detailed service standards and response time requirements
6. Authorized Locations: List of approved retail locations or sales channels
7. Return and Warranty Procedures: Detailed procedures for handling returns and warranty claims
8. Training Requirements: Required training programs and certification requirements
9. Reporting Templates: Standard forms for sales reports and performance tracking
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology and Electronics
Consumer Goods
Automotive Parts and Accessories
Medical Devices
Industrial Equipment
Software and Digital Products
Fashion and Luxury Goods
Telecommunications
Construction Materials
Pharmaceuticals
Food and Beverage
Cosmetics and Personal Care
Relevant Teams
Legal
Sales
Commercial
Distribution
Compliance
Supply Chain
Business Development
Partner Management
Contract Administration
Brand Protection
Relevant Roles
Sales Director
Commercial Director
Channel Manager
Business Development Manager
Legal Counsel
Compliance Officer
Distribution Manager
Regional Sales Manager
Contract Administrator
Chief Commercial Officer
Partner Manager
Retail Operations Manager
Supply Chain Manager
Brand Protection Manager
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