The Conjunction Agency Agreement is a specialized commercial contract used in Indonesia when a principal wishes to establish a collaborative agency relationship where the agent works in conjunction with, rather than independently of, the principal. This arrangement is particularly relevant in the Indonesian market where local knowledge and presence need to be combined with direct principal involvement. The document addresses requirements under Indonesian law, including the Civil Code (KUHPerdata) and Ministry of Trade regulations, while establishing clear operational procedures, commission structures, and compliance requirements. It's commonly used when entering new markets, launching new products, or establishing business relationships that require close coordination between foreign entities and local representatives. The agreement includes detailed provisions for joint operations, mutual obligations, and specific Indonesian regulatory compliance requirements.
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1. Parties: Identification of the Principal and Agent, including complete legal names, registration numbers, and addresses
2. Background: Context of the agreement, nature of the Principal's business, and purpose of appointing the Agent
3. Definitions: Definitions of key terms used throughout the agreement, including specific Indonesian legal terms
4. Appointment and Scope: Formal appointment of Agent, territory coverage, and specific scope of conjunction agency services
5. Rights and Obligations of Principal: Principal's duties, support obligations, and rights in the agency relationship
6. Rights and Obligations of Agent: Agent's duties, performance requirements, and rights including reporting obligations
7. Conjunction Working Arrangement: Specific procedures for how Principal and Agent will work together, including coordination and communication protocols
8. Commission Structure: Detailed commission calculations, payment terms, and conditions for earning commission
9. Term and Termination: Duration of agreement, renewal terms, and grounds for termination
10. Confidentiality: Protection of confidential information and trade secrets
11. Intellectual Property: Usage rights and protection of Principal's IP, including trademarks and marketing materials
12. Compliance with Laws: Obligation to comply with Indonesian laws, including specific agency regulations
13. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law clauses
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Non-Competition: Restrictions on Agent's ability to represent competing products/services - include when exclusivity is important
2. Performance Targets: Specific KPIs and sales targets - include when performance measurement is crucial
3. Training and Support: Details of training and support provided by Principal - include for complex products/services
4. Insurance: Insurance requirements for Agent - include when activities involve significant risks
5. Bank Guarantee: Requirements for bank guarantees - include when financial security is needed
6. Data Protection: Specific data handling requirements - include when personal data processing is involved
7. Force Majeure: Provisions for unforeseen circumstances - include when long-term relationship is anticipated
8. Anti-Corruption: Specific anti-corruption provisions - include when dealing with government contracts or high-risk sectors
1. Schedule 1 - Territory and Products: Detailed list of covered territory and products/services included in the agency
2. Schedule 2 - Commission Rates: Detailed commission structure, including any variations by product/service type
3. Schedule 3 - Operating Procedures: Detailed procedures for day-to-day operations and coordination
4. Schedule 4 - Reporting Templates: Standard forms for regular reporting and documentation
5. Schedule 5 - Performance Metrics: Detailed KPIs and measurement methodologies
6. Appendix A - Power of Attorney: Formal power of attorney document as required under Indonesian law
7. Appendix B - Compliance Guidelines: Detailed compliance requirements and procedures
8. Appendix C - Brand Guidelines: Guidelines for use of Principal's branding and marketing materials
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Consumer Goods
Industrial Products
Technology
Telecommunications
Professional Services
Real Estate
Construction
Healthcare
Pharmaceutical
Automotive
Energy
Mining
Agriculture
Retail
Financial Services
Relevant Teams
Legal
Commercial
Business Development
Operations
Compliance
Sales
International Business
Corporate Affairs
Finance
Risk Management
Contract Administration
Relevant Roles
Commercial Director
Business Development Manager
Legal Counsel
Compliance Officer
Sales Director
Country Manager
Managing Director
Operations Manager
Contract Manager
Regional Director
Agency Relations Manager
Chief Commercial Officer
Business Unit Head
Partnership Manager
Market Entry Specialist
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