Reseller Agreement in Indonesia: Template, Key Clauses and Local Law (2026)

A reseller agreement lets one party buy a supplier's products or services and resell them, usually in a defined territory. In Indonesia these arrangements sit inside a specific regulatory framework for distribution, and the rules are stricter than many foreign suppliers expect, especially around appointment, registration and the difference between an agent and a distributor. This guide explains the local law, the clauses that matter, and a template outline you can adapt. It is general information, not legal advice. ## Reseller, distributor or agent: the distinction matters Indonesian law treats these differently, and the label you use has consequences. - A distributor or reseller buys the goods and resells them in its own name and for its own account. It takes title and the commercial risk, and it earns a margin.

• An agent does not take title. It markets and sells on behalf of the principal and earns a commission. The framework for both is the same core instrument: Trade Minister Regulation No. 24 of 2021 on Distribution of Goods by Distributors or Agents, which replaced the older 2006 regulation and implements Government Regulation No. 29 of 2021 on the trade sector. The wider backdrop is the Trade Law (Law No. 7 of 2014). ## The appointment and registration rules This is where Indonesia differs most from a simple commercial deal. Under Trade Minister Regulation No. 24 of 2021: - A foreign principal that wants to sell its products in Indonesia generally appoints a local agent or distributor. It cannot distribute directly.
• The appointment must be in a notarised agreement. Where the principal is offshore, the agreement typically also needs to be certified or legalised by the Indonesian trade attache or representative in the principal's country.
• The local agent or distributor must obtain a Registration Certificate (Surat Tanda Pendaftaran, STP) from the Ministry of Trade as proof of registration before trading.
• If a sole or exclusive appointment ends early, a new appointee can usually be registered only after a clean break letter from the previous sole agent or distributor. Because a foreign party is involved, the agreement should be bilingual, in Indonesian and the foreign party's national language or English, reflecting the national language requirement under Article 31 of Law No. 24 of 2009. ## Competition law limits Resale and distribution terms are subject to Indonesia's competition law (Law No. 5 of 1999), enforced by the KPPU (the business competition supervisory commission). Resale price maintenance, absolute territorial protection, and tie-ins can raise competition concerns, so design exclusivity, territory and pricing clauses with that in mind rather than assuming full freedom of contract. ## Key clauses in a reseller agreement | Clause | What it should cover | | --- | --- | | Appointment and status | Reseller or distributor, exclusive or non-exclusive, in its own name and account | | Territory and channels | Defined territory, permitted sales channels, any online restrictions | | Products | The products covered and how new products are added | | Pricing and margin | Supply price, the reseller's freedom to set resale price, any rebates | | Minimum purchase or targets | Volume commitments and the consequence of missing them | | Orders and delivery | Order process, Incoterms, delivery, title and risk transfer | | Payment | Currency, payment terms, late payment interest, security | | Intellectual property and branding | Trademark licence for resale, quality control, no registration of the mark | | Warranties and product liability | Product warranty, recall, allocation of liability | | Compliance | Anti-bribery, local registration, sector licences | | Term and termination | Duration, renewal, termination rights, clean break on exit | | Post-termination | Stock buy-back, run-off sales, return of materials | | Governing law and disputes | Governing law, and court or arbitration, for example BANI in Jakarta | ## A template outline you can adapt 1. Parties, recitals and definitions

2. Appointment, status and exclusivity
3. Territory and permitted channels
4. Products and product changes
5. Pricing, orders, delivery and payment
6. Minimum purchase or performance targets
7. Trademark licence and brand guidelines
8. Warranties, product liability and recall
9. Compliance and registration obligations
10. Confidentiality
11. Term, renewal and termination
12. Post-termination obligations and stock
13. Governing law, language and dispute resolution
14. Notarisation and signatures, bilingual where a foreign party is involved ## Common mistakes to avoid - Assuming a foreign supplier can appoint any reseller informally, and skipping notarisation and STP registration.

• Confusing agent and distributor, which changes title, risk and tax treatment.
• Rigid resale price or absolute territory clauses that strain competition law.
• An English-only agreement with an Indonesian counterparty.
• No post-termination plan for stock, warranty support and the clean break letter. ## Keeping a channel of reseller contracts under control A supplier rarely has one reseller. It has many, across territories, each with its own exclusivity, targets, renewal date and registration status. The work is the same every time: draft from a consistent template, review the risky terms, track renewals and targets, and keep the signed version straight. Doing that across a growing channel in scattered folders is where things slip. Teams increasingly keep drafting, per-clause risk review, version history and renewal tracking in one connected workspace. Adira is an AI contract workspace built for that. Adira is India-first today, and deeper non-India jurisdiction support, including Indonesia, is on its roadmap, so confirm Indonesian distribution and registration specifics with local counsel. This article is general information and not legal advice.