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1. Parties: Identification of the supplier/manufacturer and the distributor/retailer, including registration details as required by Indonesian law
2. Background: Context of the agreement, business relationship, and intended commercial purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Terms of appointment, territorial rights, and exclusivity status
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Distribution Rights and Obligations: Core distribution rights and responsibilities of the distributor/retailer
7. Product Orders and Delivery: Ordering procedures, delivery terms, and logistics arrangements
8. Prices and Payment Terms: Pricing structure, payment terms, and invoicing requirements
9. Marketing and Promotion: Marketing obligations and promotional activities requirements
10. Quality Control and Product Standards: Product handling, storage, and quality maintenance requirements
11. Reporting and Records: Required business reports, record-keeping, and audit rights
12. Intellectual Property Rights: Usage rights for trademarks, brands, and other IP
13. Confidentiality: Protection of confidential information and trade secrets
14. Termination: Grounds for termination and post-termination procedures
15. Governing Law and Dispute Resolution: Application of Indonesian law and dispute resolution mechanisms
1. Minimum Purchase Requirements: Include when the agreement requires minimum purchase quantities or values
2. Product Return Policy: Include when specific return procedures need to be established
3. Training and Support: Include when the supplier provides technical or sales training
4. Non-Competition: Include when restricting the distributor from handling competing products
5. Insurance Requirements: Include when specific insurance coverage is required
6. Bank Guarantee: Include when financial security is required from the distributor
7. Force Majeure: Include when specific force majeure provisions are needed beyond standard terms
8. Compliance with Anti-Corruption Laws: Include when parties need specific anti-corruption compliance obligations
9. Data Protection: Include when personal data processing is involved in the distribution relationship
1. Schedule 1 - Products: List of products covered by the agreement with specifications
2. Schedule 2 - Territory: Detailed description of the authorized distribution territory
3. Schedule 3 - Prices and Payment Terms: Detailed pricing structure, discounts, and payment conditions
4. Schedule 4 - Performance Targets: Sales targets and performance metrics
5. Schedule 5 - Marketing Guidelines: Specific requirements for marketing and brand representation
6. Schedule 6 - Technical Requirements: Product handling, storage, and technical specifications
7. Schedule 7 - Reporting Templates: Required formats for regular business reporting
8. Appendix A - Trademark Usage Guidelines: Rules for using the supplier's trademarks and branding
9. Appendix B - Standard Operating Procedures: Detailed operational procedures and requirements
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