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International Agency Agreement Template for Indonesia

This document establishes a formal agency relationship between a foreign principal and an Indonesian agent, governed by Indonesian law. It outlines the terms and conditions under which the agent will represent the principal in Indonesia, including territorial rights, commission structures, and compliance requirements with local regulations. The agreement incorporates specific provisions required under Indonesian commercial law, including mandatory local language requirements and specific agency registration obligations. It addresses key aspects such as product representation, marketing responsibilities, payment terms, and dispute resolution mechanisms within the Indonesian legal framework.

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What is a International Agency Agreement?

The International Agency Agreement is essential for foreign companies seeking to establish a commercial presence in Indonesia through local representation. This document is particularly crucial given Indonesia's complex regulatory environment and specific requirements for foreign business relationships. It is commonly used when a foreign company (Principal) wants to appoint an Indonesian entity (Agent) to promote and sell their products or services, negotiate deals, or represent their interests in the Indonesian market. The agreement must comply with Indonesian law, including regulations on agency relationships, foreign investment restrictions, and mandatory use of the Indonesian language in commercial contracts. Key contents include agency scope, territorial rights, commission structures, compliance requirements, and dispute resolution mechanisms. The document should be carefully drafted to ensure enforceability under Indonesian law while protecting both parties' interests in the cross-border relationship.

What sections should be included in a International Agency Agreement?

1. Parties: Identification of the Principal and Agent, including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and their intentions to enter into an agency relationship

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpreting the agreement

4. Appointment and Territory: Formal appointment of the agent, specification of territorial scope, and nature of the appointment

5. Rights and Obligations of the Agent: Detailed description of agent's duties, responsibilities, and authorized activities

6. Rights and Obligations of the Principal: Principal's commitments, support obligations, and responsibilities to the agent

7. Commission Structure: Detailed explanation of commission rates, calculation methods, and payment terms

8. Term and Termination: Duration of the agreement, renewal provisions, and grounds for termination

9. Intellectual Property Rights: Protection and usage rights of trademarks, logos, and other IP

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Compliance with Laws: Requirements for compliance with Indonesian and international laws

12. Dispute Resolution: Procedures for handling disputes, choice of forum, and governing law

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

What sections are optional to include in a International Agency Agreement?

1. Exclusivity: Terms of exclusive rights if granted to the agent

2. Performance Targets: Specific sales or performance targets if required

3. Marketing and Promotion: Specific marketing obligations and cost sharing arrangements

4. Training and Support: Details of training programs and ongoing support if provided

5. Sub-Agents: Rights and conditions for appointing sub-agents if permitted

6. Insurance: Insurance requirements if specific coverage is needed

7. Non-Competition: Non-compete provisions if required

8. Force Majeure: Provisions for handling unforeseen circumstances

9. Data Protection: Specific provisions for handling personal data if relevant

10. Bank Guarantee: Requirements for bank guarantees if security is needed

What schedules should be included in a International Agency Agreement?

1. Schedule 1 - Products/Services: Detailed list of products or services covered by the agency agreement

2. Schedule 2 - Commission Rates: Detailed commission structures, including any variations by product or customer type

3. Schedule 3 - Territory Description: Detailed description of geographical territories and any excluded areas

4. Schedule 4 - Performance Criteria: Specific performance metrics and evaluation criteria

5. Schedule 5 - Trademark Usage Guidelines: Guidelines for using the principal's trademarks and branding

6. Schedule 6 - Reporting Ƶ: Standard forms for regular reporting requirements

7. Appendix A - Required Registrations: List of required local registrations and permits

8. Appendix B - Compliance Checklist: Checklist of compliance requirements under Indonesian law

Authors

Alex Denne

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

Jurisdiction

Indonesia

Publisher

Ƶ

Document Type

Agency Agreement

Cost

Free to use

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