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Manufacturing Representative Agreement for Malaysia

Manufacturing Representative Agreement Template for Malaysia

A Manufacturing Representative Agreement under Malaysian law establishes a legal relationship between a manufacturer and a representative who will promote and sell the manufacturer's products within a defined territory in Malaysia. This agreement governs crucial aspects such as appointment terms, territory definition, commission structures, performance expectations, and compliance with Malaysian commercial laws. It includes provisions for intellectual property protection, confidentiality, and termination rights while ensuring compliance with Malaysian business regulations and agency laws.

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What is a Manufacturing Representative Agreement?

The Manufacturing Representative Agreement is essential for manufacturers seeking to establish a sales presence in Malaysia without setting up their own local entity. This agreement type is commonly used when a manufacturer wants to appoint a local representative to promote and sell their products in the Malaysian market. The document establishes the legal framework for the relationship, defining crucial elements such as territory rights, commission structures, performance expectations, and compliance requirements under Malaysian law. It's particularly important for international manufacturers entering the Malaysian market, as it needs to comply with local commercial laws while protecting the manufacturer's interests. The agreement typically includes detailed provisions for product representation, sales targets, marketing responsibilities, and intellectual property protection.

What sections should be included in a Manufacturing Representative Agreement?

1. Parties: Identifies the manufacturer and representative with full legal names and addresses

2. Background: Sets out the context of the agreement, including manufacturer's business and desire for representation

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Territory: Specifies the appointment of representative and defines the geographic territory

5. Products: Defines the products covered by the agreement

6. Representative's Rights and Obligations: Details the rights granted and duties expected of the representative

7. Manufacturer's Rights and Obligations: Outlines the manufacturer's commitments and responsibilities

8. Commission and Payment Terms: Specifies commission rates, calculation methods, and payment procedures

9. Term and Termination: Sets out agreement duration and termination provisions

10. Intellectual Property: Covers usage rights and protection of manufacturer's IP

11. Confidentiality: Defines confidential information and protection requirements

12. Non-Competition: Restricts representative from representing competing products

13. Indemnification: Sets out mutual indemnification obligations

14. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and jurisdiction

15. General Provisions: Standard boilerplate clauses including notices, assignment, etc.

What sections are optional to include in a Manufacturing Representative Agreement?

1. Exclusivity: Required when granting exclusive representation rights in the territory

2. Performance Targets: Include when setting minimum sales targets or performance requirements

3. Marketing and Promotion: Required when specific marketing obligations are imposed on representative

4. Training: Include when manufacturer provides product or sales training

5. Samples and Demo Products: Required when dealing with product samples or demonstration units

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

7. Insurance: Required when specific insurance coverage is mandatory

8. Import/Export Compliance: Include for international trade scenarios

9. Data Protection: Required when personal data processing is involved

10. Force Majeure: Include when specific force majeure provisions are needed beyond standard provisions

What schedules should be included in a Manufacturing Representative Agreement?

1. Schedule 1 - Products: Detailed list of products covered by the agreement

2. Schedule 2 - Territory: Detailed description or map of the authorized territory

3. Schedule 3 - Commission Rates: Detailed commission structure and calculations

4. Schedule 4 - Performance Targets: Specific sales targets and performance metrics

5. Schedule 5 - Trademark Usage Guidelines: Rules for using manufacturer's trademarks

6. Schedule 6 - Reporting Templates: Standard forms for sales and activity reporting

7. Appendix A - Marketing Guidelines: Guidelines for marketing and promoting products

8. Appendix B - Technical Specifications: Technical details of products for reference

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

Malaysia

Publisher

Genie AI

Cost

Free to use

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