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Non Exclusive Sales Representative Agreement Template for Indonesia

This document establishes a non-exclusive sales representative relationship under Indonesian law, defining the terms under which a sales representative can promote and sell products or services on behalf of a principal company. It outlines the scope of authority, territory restrictions, commission structure, and performance expectations while ensuring compliance with Indonesian commercial regulations, particularly the Civil Code (KUHPer) and Trade Law No. 7 of 2014. The agreement carefully balances the principal's need for market representation with the flexibility to appoint other representatives, while protecting both parties' interests through clear delineation of rights and obligations.

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What is a Non Exclusive Sales Representative Agreement?

The Non-Exclusive Sales Representative Agreement is essential for businesses seeking to expand their market presence in Indonesia through independent sales representatives while maintaining flexibility in their distribution strategy. This document is particularly relevant when a company wants to test new markets or maintain multiple sales channels without committing to exclusive arrangements. The agreement, governed by Indonesian law, includes crucial provisions for commission structures, performance metrics, territory definitions, and compliance with local regulations. It's designed to protect the principal's interests while providing clear guidelines for the representative's activities. The non-exclusive nature allows the principal to appoint other representatives or sell directly in the same territory, making it suitable for companies with diverse distribution strategies. This agreement type is commonly used by foreign companies entering the Indonesian market and local companies expanding their domestic presence.

What sections should be included in a Non Exclusive Sales Representative Agreement?

1. Parties: Identification of the principal company and the sales representative, including complete legal names and addresses

2. Background: Context of the agreement, brief description of the principal's business, and purpose of appointing a sales representative

3. Definitions: Definitions of key terms used throughout the agreement, including 'Territory', 'Products', 'Customers', 'Commission', etc.

4. Appointment and Scope: Clear statement of non-exclusive appointment, definition of territory, and scope of representative's authority

5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination

6. Representative's Rights and Obligations: Detailed responsibilities, performance expectations, reporting requirements, and compliance obligations

7. Principal's Rights and Obligations: Support to be provided, training, marketing materials, and other obligations of the principal

8. Commission Structure: Commission rates, calculation method, payment terms, and conditions for commission eligibility

9. Non-Competition and Confidentiality: Confidentiality obligations and any restrictions on competing activities

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

11. Relationship of Parties: Clear statement that representative is an independent contractor, not an employee

12. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms

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

What sections are optional to include in a Non Exclusive Sales Representative Agreement?

1. Minimum Performance Requirements: Include when specific sales targets or performance metrics are required

2. Training and Support: Detailed section when extensive training or support programs are provided

3. Insurance Requirements: Include when specific insurance coverage is required from the representative

4. Data Protection: Include when handling of customer data or personal information is involved

5. Export Control: Include for international sales or when dealing with regulated products

6. Sub-Representatives: Include if the representative is allowed to appoint sub-representatives

7. Post-Termination Obligations: Detailed section when specific post-termination requirements exist

8. Currency and Exchange Rates: Include for international agreements with currency considerations

What schedules should be included in a Non Exclusive Sales Representative Agreement?

1. Schedule A - Products: Detailed list of products/services the representative is authorized to sell

2. Schedule B - Territory: Detailed description of geographical territory and any excluded areas

3. Schedule C - Commission Structure: Detailed commission rates, tiers, and calculation examples

4. Schedule D - Reporting Templates: Standard forms for sales reports and activity reporting

5. Schedule E - Sales Targets: Specific sales targets and performance metrics if applicable

6. Schedule F - Trademark Usage Guidelines: Guidelines for using principal's trademarks and branding

7. Appendix 1 - Contact Details: Key contact persons and their details for both parties

8. Appendix 2 - Required Documentation: List of required licenses, permits, or certifications

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Indonesia

Publisher

Genie AI

Cost

Free to use

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