The Exclusive Selling Agreement is a crucial commercial document used when a business wants to establish a controlled distribution channel in Indonesia through an exclusive seller or distributor. This agreement type is particularly important in the Indonesian market due to specific local requirements for distribution arrangements and the need to comply with anti-monopoly regulations. The document establishes exclusive territorial rights, sets performance expectations, and defines the relationship between supplier and seller while ensuring compliance with Indonesian laws, particularly Law No. 5 of 1999 and relevant Ministry of Trade regulations. It's commonly used when entering the Indonesian market or restructuring existing distribution networks, requiring careful consideration of local business practices and regulatory requirements.
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1. Parties: Identification of the supplier/manufacturer and the exclusive seller, including their complete legal details
2. Background: Context of the agreement, including the supplier's business, products, and intention to appoint an exclusive seller
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Scope: Terms of exclusive appointment, territory definition, and scope of rights granted
5. Duration and Renewal: Initial term, renewal conditions, and notice periods
6. Rights and Obligations of the Supplier: Supplier's commitments, including product supply, support, and training
7. Rights and Obligations of the Seller: Seller's commitments, including sales targets, marketing efforts, and reporting requirements
8. Product Specifications and Standards: Details of products covered, quality standards, and compliance requirements
9. Pricing and Payment Terms: Product pricing structure, payment terms, and price adjustment mechanisms
10. Intellectual Property Rights: Usage rights for trademarks, patents, and other IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Non-Competition: Restrictions on competing activities during and after the agreement
13. Termination: Grounds for termination, process, and consequences
14. Post-Termination Obligations: Obligations surviving termination and wind-down procedures
15. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Minimum Purchase Requirements: Include when specific purchase quotas or targets are required
2. Marketing and Promotion: Include when specific marketing obligations and cost-sharing arrangements are needed
3. Training and Support: Include when detailed training and technical support provisions are required
4. Insurance Requirements: Include when specific insurance coverage is mandatory
5. Bank Guarantee: Include when financial security is required from the seller
6. Logistics and Delivery: Include when specific logistics arrangements need to be detailed
7. After-Sales Service: Include when warranty and service obligations need to be specified
8. Force Majeure: Include when specific force majeure provisions beyond standard cases are needed
9. Anti-Corruption Compliance: Include when enhanced compliance provisions are required
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and prices
2. Schedule 2 - Territory: Detailed description of the exclusive territory, including maps if relevant
3. Schedule 3 - Performance Targets: Annual or periodic sales targets and performance metrics
4. Schedule 4 - Commission Structure: Detailed breakdown of commission rates and calculation methods
5. Schedule 5 - Technical Requirements: Technical specifications and standards for product handling and storage
6. Schedule 6 - Trademark Usage Guidelines: Guidelines for use of supplier's trademarks and branding
7. Schedule 7 - Reporting Templates: Standard forms for regular reporting requirements
8. Appendix A - Standard Operating Procedures: Detailed operational procedures and requirements
Relevant legal definitions
Clauses
Relevant Industries
Consumer Goods
Electronics
Automotive
Industrial Equipment
Pharmaceuticals
Fashion and Luxury Goods
Food and Beverage
Construction Materials
Medical Devices
Telecommunications Equipment
Agricultural Products
Cosmetics and Personal Care
Relevant Teams
Legal
Commercial
Sales
Business Development
Compliance
Operations
Supply Chain
Distribution
International Trade
Corporate Affairs
Finance
Risk Management
Relevant Roles
Commercial Director
Sales Director
Business Development Manager
Legal Counsel
Contract Manager
Distribution Manager
Country Manager
Chief Executive Officer
Chief Commercial Officer
Regional Sales Manager
Compliance Officer
Supply Chain Manager
General Manager
Operations Director
Product Manager
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