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Representation Agreement for Indonesia

Representation Agreement Template for Indonesia

A comprehensive legal document governed by Indonesian law that establishes and regulates the relationship between a principal company and its appointed representative or agent. The agreement defines the scope of representation, territorial rights, duties and obligations of both parties, compensation structure, and compliance requirements under Indonesian commercial and civil law. It incorporates specific provisions required by Indonesian regulations regarding commercial representation, including mandatory compliance with local business practices and regulatory requirements.

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What is a Representation Agreement?

A Representation Agreement is a crucial document used when a company (principal) wishes to appoint another party (representative) to act on its behalf in Indonesian territory. This agreement type is particularly important in Indonesia's business landscape, where local representation is often required for foreign companies operating in the market. The document must comply with Indonesian Civil Code (KUHPerdata) requirements and relevant commercial regulations, including specific Ministry of Trade requirements for commercial representatives. The agreement typically covers essential elements such as scope of authority, territorial rights, compensation structure, and compliance with local laws. It's particularly relevant for companies seeking to establish or expand their presence in Indonesia while ensuring proper legal protection and clear delineation of responsibilities between the principal and representative.

What sections should be included in a Representation Agreement?

1. Parties: Identification and details of the Principal and Representative, including their legal status and registered addresses

2. Background: Context of the representation relationship, business purpose, and general intent of the parties

3. Definitions: Key terms used throughout the agreement, including Territory, Products/Services, and specific industry terminology

4. Appointment and Scope: Formal appointment of the representative and detailed scope of authority granted

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

6. Rights and Obligations of the Representative: Detailed responsibilities, duties, and rights of the representative

7. Rights and Obligations of the Principal: Principal's commitments, support obligations, and rights

8. Territory and Exclusivity: Geographic scope of representation and whether the appointment is exclusive

9. Compensation and Payment Terms: Fee structure, commission rates, payment schedule, and calculation methods

10. Confidentiality: Protection of confidential information and trade secrets

11. Intellectual Property: Usage rights and protection of trademarks, logos, and other IP

12. Compliance with Laws: Obligation to comply with Indonesian laws and regulations

13. Governing Law and Dispute Resolution: Choice of Indonesian law and method of resolving disputes

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Representation Agreement?

1. Non-Competition: Restrictions on representative's activities with competing businesses, used when protecting market position is crucial

2. Performance Targets: Specific sales or performance goals, included when measuring representative's success is important

3. Training and Support: Details of training and support provided by principal, included for complex products/services

4. Insurance Requirements: Specific insurance coverage requirements, used in high-risk industries

5. Bank Guarantee: Requirements for performance guarantees, used in high-value relationships

6. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in volatile markets

7. Assignment and Succession: Rules for transferring rights, important for long-term agreements

8. Marketing and Promotion: Specific requirements for marketing activities, included when representative handles promotion

What schedules should be included in a Representation Agreement?

1. Schedule 1 - Territory Definition: Detailed description of geographic areas covered by the representation

2. Schedule 2 - Products/Services: Comprehensive list of products or services covered by the agreement

3. Schedule 3 - Commission Structure: Detailed breakdown of commission rates and calculation methods

4. Schedule 4 - Performance Metrics: Specific KPIs and measurement criteria

5. Schedule 5 - Authorized Representatives: List of individuals authorized to act under the agreement

6. Appendix A - Required Documentation: List of documents required for regulatory compliance

7. Appendix B - Reporting Templates: Standard formats for regular reporting requirements

8. Appendix C - Brand Guidelines: Guidelines for use of principal's branding and marketing materials

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 | Serial Founder & Legal AI Author

Jurisdiction

Indonesia

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions







































Clauses








































Relevant Industries

Manufacturing

Consumer Goods

Technology

Pharmaceuticals

Industrial Equipment

Automotive

Fashion and Retail

Food and Beverage

Construction Materials

Agriculture

Energy

Telecommunications

Financial Services

Healthcare

Relevant Teams

Legal

Commercial Operations

Business Development

Sales

Compliance

Risk Management

Corporate Affairs

International Operations

Contract Administration

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Commercial Director

Business Development Manager

Legal Counsel

Compliance Officer

Sales Director

Country Manager

Managing Director

Contract Manager

Regional Director

Operations Manager

General Manager

Corporate Secretary

Risk Manager

Commercial Operations Manager

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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