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Limited Agency Agreement for Indonesia

Limited Agency Agreement Template for Indonesia

This Limited Agency Agreement template is designed for use under Indonesian law, incorporating key requirements from the Indonesian Civil Code (KUHPerdata) and Commercial Code (KUHD). The document establishes a defined agency relationship with specific limitations on the agent's authority, ensuring compliance with local regulations while protecting the principal's interests. It includes comprehensive provisions for appointment, scope of authority, territorial limitations, compensation structures, and compliance requirements specific to the Indonesian business environment.

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What is a Limited Agency Agreement?

The Limited Agency Agreement is essential for businesses operating in Indonesia who wish to appoint representatives with specific, restricted authority to act on their behalf. This document is particularly relevant when companies need to establish a controlled presence in new markets or regions within Indonesia without setting up a full subsidiary. It complies with Indonesian legal requirements, including those under the Civil Code (KUHPerdata) and relevant commercial regulations. The agreement carefully balances the principal's need for market representation with risk management by clearly defining and limiting the agent's authority, responsibilities, and territorial scope. It includes necessary provisions for regulatory compliance, dispute resolution under Indonesian law, and protection of the principal's interests while ensuring the agent has sufficient authority to effectively represent the principal within agreed parameters.

What sections should be included in a Limited Agency Agreement?

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

2. Background: Context of the agreement, relationship between parties, and purpose of the agency arrangement

3. Definitions: Defined terms used throughout the agreement

4. Appointment and Scope: Express appointment of agent and detailed description of the limited scope of authority

5. Territory: Geographic area where the agent is authorized to act

6. Duration and Termination: Term of the agreement and circumstances for termination

7. Agent's Rights and Obligations: Detailed responsibilities and permitted activities of the agent

8. Principal's Rights and Obligations: Responsibilities and obligations of the principal

9. Compensation: Commission structure, payment terms, and calculation methods

10. Limitation of Authority: Explicit restrictions on agent's powers and actions requiring principal's approval

11. Confidentiality: Protection of confidential information and trade secrets

12. Non-Competition: Restrictions on competitive activities during and after the agreement

13. Governing Law: Specification of Indonesian law as governing law

14. Dispute Resolution: Process for resolving disputes, including jurisdiction and venue

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

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

1. Intellectual Property: Protection and usage of trademarks, patents, and other IP when agent will be handling IP-sensitive materials

2. Insurance: Insurance requirements when agent's activities involve significant risks

3. Performance Targets: Specific performance metrics and consequences when the agency relationship is performance-based

4. Compliance with Anti-Corruption Laws: Additional compliance obligations when dealing with government entities or high-risk sectors

5. Sub-Agents: Terms for appointment and management of sub-agents if permitted

6. Force Majeure: Provisions for unforeseen circumstances affecting performance

7. Data Protection: Specific data handling requirements when personal or sensitive data is involved

8. Training and Support: Details of principal's support obligations when significant training or technical support is required

What schedules should be included in a Limited Agency Agreement?

1. Schedule 1 - Territory Description: Detailed description of geographic boundaries and any excluded areas

2. Schedule 2 - Commission Structure: Detailed breakdown of commission rates, calculations, and examples

3. Schedule 3 - Approved Products/Services: List of products or services the agent is authorized to represent

4. Schedule 4 - Reporting Requirements: Ƶ and timing for required reports

5. Schedule 5 - Key Performance Indicators: Specific metrics for measuring agent's performance

6. Appendix A - Power of Attorney: Standard form of power of attorney if required under Indonesian law

7. Appendix B - Standard Operating Procedures: Detailed procedures for day-to-day operations

8. Appendix C - Compliance Guidelines: Specific compliance requirements and procedures

Authors

Alex Denne

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

Jurisdiction

Indonesia

Publisher

Ƶ

Document Type

Agency Agreement

Cost

Free to use
Relevant legal definitions






























Clauses



































Relevant Industries

Manufacturing

Retail

Distribution

Consumer Goods

Technology

Financial Services

Healthcare

Pharmaceuticals

Industrial Products

Agriculture

Automotive

Energy

Telecommunications

Real Estate

Professional Services

Relevant Teams

Legal

Business Development

Commercial

Sales

Operations

Compliance

Risk Management

Corporate Secretariat

International Business

Distribution

Contract Management

Relevant Roles

Legal Counsel

Business Development Manager

Commercial Director

Sales Director

Chief Executive Officer

Operations Manager

Compliance Officer

Contract Manager

Regional Manager

Country Manager

General Manager

Corporate Secretary

Risk Manager

Commercial Manager

Distribution 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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