Form of Representative Agreement, , to Purchase this doc, visit this link: https://sdkpermit.company.site/products/Representative-Agreement-Template-p524912038

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REPRESENTATIVE AGREEMENT
This Representative Agreement (hereinafter referred to as the “Agreement”) is made
on__________________, by and between:
1. _____________Ltd., a company duly established and existing under the laws of the Republic of
Korea,having its principal office at ....................................... (hereinafter referred to as “‘ A ‘”); and
2. _______________, a limited liability company duly established and existing under the laws of the
Republic of Indonesia, having its address at ................................................................ (hereinafter
referred to as the “Representative”).
‘ A ‘ and the Representative are hereinafter collectively referred to as the “Parties” and separately as the
“Party”.
WITNESSETH
A. WHEREAS, ‘ A ‘ is engaged in the business of manufacturing WIG craft and support services (the
“Products”) and desires to engage the Representative to promote the sale of the Products in the
Republic of Indonesia (the “Territory”); and
B. WHEREAS, the Representative desires to promote and sell the Products in the Territory.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the
Parties agree as follows:
Article 1. APPOINTMENT OF REPRESENTATIVE
‘ A ‘ appoints the Representative as an exclusive sales representative, for the Products in the Territory.
The Representative agrees to promote and sell the Products in the Territory during the Appointment
Period (hereinafter defined) and accepts the terms and conditions of this Agreement.
Article 2. TERMS OF AGREEMENT
1. This Agreement and the Representative status begins on the date that funds for the “Representative
Toolkit” as set out in Attachment A of this Agreement are received by ‘ A ‘. The Date will be
reflected on this Agreement as the date of signing by ‘ A ‘ and, unless sooner terminated as
hereinafter provided, shall remain effective for the duration of the “Appointment Period” as set out
in Attachment A of this Agreement. It shall not be automatically renewed, and an extension of the
relationship between the Parties beyond such date will require the Parties to sign an extension
agreement, unless otherwise notified by ‘ A ‘ in writing.
2. Upon expiration or termination(subject to Article 9), ‘ A ‘ shall have no obligation toward the
Representative beyond the payment of commissions (subject to Article 4) on the sale Products
ordered by customers within the Territory during the Appointment Period. The Representative agrees
to assert no claim beyond the Agreement’s termination or expiration. The Representative agrees that
the commission received under this Agreement includes all and any indemnities the Representative
could claim under the laws of the Territory.
Article 3. STATUS AND RESPONSIBILITY

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1. The Representative is an independent contractor and this Agreement does not in any way create a
legal partnership between the Parties. The Representative agrees that it has no authority to obligate or
contractually bind ‘ A ‘ in any manner.
2. The Representative will use its best efforts to promote and sell the Products in the Territory at the
prices determined by ‘ A ‘. The Representative does not have the authority to set customer prices, and
‘ A ‘ is solely responsible for providing customer quotations.
3. During the Appointment Period and for a period of one (1) year afterwards, the Representative will
not represent, consult or otherwise advise any entity attempting to sell any goods, which are
competitive with the Products in the Territory without written permission from ‘ A ‘.
4. The Representative shall be solely responsible for all of its costs and expenses incurred either directly
or indirectly and in connection with its representation of ‘ A ‘ including, but not limited to any and all
taxes, permits, or fees in connection with its services, or with respect to the Representative’s
operations and/or activities on behalf of ‘ A ‘ pursuant to this Agreement.
5. ‘ A ‘ warrants the Products in accordance with its standar terms and conditions of sale, and makes no
other warranty either expressed or implied.
6. The Representative acknowledges that it is familiar with the Products, including their safety features
and application.
7. The Representative shall perform services ancillary to its selling activities in support of ‘ A ‘ for no
additional consideration. Such service shall include, but not limited to, assisting ‘ A ‘ in receiving
payments from customer for Products, obtaining visas for ‘ A ‘ personnel, arranging logistics in
connection with sales, post-sale follow up, and provide other services that may arise.
8. The Representative agrees to uphold the quota assigned for its Territory as stated in Attachment A.
Quotas will be restated upon review of the market outlook in the Territory and will be under the sole
discretion of ‘ A ‘.
Article 4. COMMISSIONS
1. It is expressly acknowledged that the quoted price to the customer will include the Representative’s
commission. ‘ A ‘ agrees to pay the Representative commissions as shown on Attachment A (unless
otherwise mutually agreed upon by both Parties in writing) computed on the net amount of payments
or invoice or contract amount actually received by ‘ A ‘ for each sale of the Products in the Territory
to which the Representative has contributed during the Appointment Period, after deduction for all
taxes, interest or finance charges, handling and packing charges, freight, insurance, duties, cash
discounts, and other considerations.
2. The Representative’s commission shall be specific to the elements of the Products sale, at the time of
the sale.
3. Orders placed by customers outside the Territory and shipped into the Territory will not cause a
commission to accrue to the Representative unless:
a. The Representative, in cooperation with ‘ A ‘ sale outlets outside the Territory, have been
involved in negotiating the sale; and/or
b. Such outlet has specifically requested the assistance of the Representative; and/or

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c. ‘ A ‘ deems it to be in the best interest of all parties concerned, including its own sales
outlets, the Representative and the customer, that the Representative is compensated to some
extent.
In such cases, the Representative will receive a commission based upon the extent of its contribution
as determined by ‘ A ‘.
4. The Representative will not receive a commission on the following:
a. Service Agrements where the Representative will receive additional compensation from
either ‘ A ‘ or customer due to providing additional services beyond the scope of this
Agreement;
b. Warranty, service or maintenance programs, and spare parts, unless quoted as part of the
Products sale;
c. Fees or commissions paid to third parties for goods or services in connection with the
fulfillment of the order or contract;
d. Extended warranty, service, maintenance or training agreements sold separately from the
Products; and
e. Sale of equipment other than the Products.
5. ‘ A ‘ reserves the right to make commission payments in the currency received in payment by the
customer, in Korean Won, or in USD; whichever is deemed suitable to the transaction.
6. Commissions due to the Representative hereunder shall accrue on the date ‘ A ‘ invoices the
customer, and commissions will be payable to the Representative no later than the last day of the first
month following receipt by ‘ A ‘ of full payment from the customer. Commissions accruing to the
Representative hereunder may be subject to debit for any credit issued by ‘ A ‘ to the customer for
returns or allowances on past sales.
Article 5. TECHNICAL AND SALES ASSISTANCE
1. ‘ A ‘ will furnish the Representative periodically with marketing literature, brochures, technical
bulletins and sales data relative to the Products, as ‘ A ‘ considers appropriate. ‘ A ‘ will assist, if
necessary, the Representative in effectively promoting the sale of the Products.
2. The Representative shall periodically, but not less than quarterly, provide ‘ A ‘ with a written report
detailing the market for the Products in the Territory for that quarter and also detailing the
Representative’s sales efforts in the Territory for that quarter. This report must include customer
name, address, contact name(s), and phone number(s). Furthermore, the Representative agrees to
provide a twelve (12) month rolling sales forecasts, market surveys, sales and marketing Products
focused strategies, reports of competitive condition, and any other data reasonably requested by ‘ A ‘
which may be pertinent to proper development of the market.
Article 6. ORDERS
1. Orders will be binding upon ‘ A ‘ only when accepted and approved in writing by an authorized
representative of ‘ A ‘.
2. ‘ A ‘ will have the sole right to accept or reject any other, or to accept part of an order and to reject
the remaining. In the event of a refusal of an order, ‘ A ‘ shall not incur any liability for such decision.
Article 7. ‘ A ‘’s MARKS AND NAMES

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The Representative shall not use any of ‘ A ‘’s trademarks, trade names, corporate slogans, goodwill or
product designations in any advertising copy, promotional material, signs or other written or printed
material without written authorization from ‘ A ‘.
Article8. EXCUSES FOR NON-PERFORMANCE
No liability shall result from the delay in performance or non-performance beyond the control of the Party
affected and for which it cannot take reasonable alternatives.
Article 9. TERMINATION
1. Either Party may terminate this Agreement upon at least thirty (30) days written notice if the other
Party fails to remedy any alleged breach after receipt of the corresponding notice.
2. ‘ A ‘ reserves the right to terminate this Agreement immediately, if quotas are not met by the
Representative, as indicated on Attachment A, or if negligence or failure of rightful duty is apparent.
3. In the event that the Representative defaults with the provisions of Articles 3, 12, and 15 hereof, ‘ A ‘
may immediately terminate this Agreement and ‘ A ‘’s obligation to pay representative any futher
commissions of any kind shall terminate.
4. If either Party enters into or is placed in bankruptcy or receiverships, dissolves, reorganizes, or
liquidates, is nationalized, becomes insolvent, or makes an assignment for the benefit of its creditors,
the other Party may immediately terminate this Agreement by written notice.
5. ‘ A ‘ may immediately terminate this Agreement upon a change in the ownership, management or
geographical location of the Representative, or assignment of this Agreement (Article 12), which ‘ A
‘ deems adverse to its interests.
6. If the Representative has engaged in any conduct that, in the sole determination of ‘ A ‘, may injure ‘
A ‘’s business reputation, ‘ A ‘ may terminate this Agreement.
7. If the Representative acts contrary to the U.S. Foreign Corrupt Practices Act (“FCPA”), then ‘ A ‘
may terminate this Agreement immediately and ‘ A ‘’s obligation to pay the Representative any
futher commissions of any kind shall terminate.
Article 10. RIGHTS AND OBLIGATIONS UPON TERMINATION
Within thirty (30) days after the effective date of termination of this Agreement, the Representative shall
return all documents relating to the Products, remove all references to ‘ A ‘ from including, but not
limited to, the Representative’s letterhead, business forms, advertising literature and place of business,
and thereafter, will not use any name or trademark suggesting that the Representative has any relationship
with ‘ A ‘. Upon expiration or termination under Article 9 of this Agreement , all sums owed by either
Party to the other Party shall become due and payable immediately, except that ‘ A ‘ shall have no
obligation toward the Representative beyond the payment of commissions accrued hereunder as is in
accordance with this Agreement. ‘ A ‘ may offset any sums due or to become due to ‘ A ‘ from the
Representative against any outstanding sums owed to ‘ A ‘ by the Representative.
Article 11. APPLICABLE LAW

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This Agreement shall be governed and construed in accordance with the laws of South Korea.
Article 12. ASSIGNABILITY
Unless authorized by ‘ A ‘, the Representative shall not assign this Agreement or delegate any right or
obligation under this Agreement.
Article 13. NOTICE
1. Any notice required or permitted herein may be faxed, mailed, or electronically mailed, properly
addressed to the Party to be notified at the address below:
To the Representative: To ‘ A ‘:
PT. _____________
Address : ........................................
........................................
........................................
Indonesia
Telephone :
Facsimile :
Email :
Attention : _____________
_____________Ltd
Address : ........................................,
..........................................
Korea.
Telephone :
Facsimile :
Email :
Attention : _____________
2. Any notice personally delivered or sent by registered or certified mail shall be deemed duly received
on the seventh (7th
) business day since the date of delivery or at the time of delivery, telexing or
telecopying if sent by personal delivery, telex or telecopy or when successfully sent if by email.
Article 14. DISCLOSURE CONSENT
The provisions of this Agreement are confidential to the Parties and may not be revealed beyond them,
however, the Parties acknowledge that the existence of this Agreement or its terms and conditions may
have to be disclosed to governmental agencies and regulatory authorities, and the Parties consent to such
disclosure. ‘ A ‘ agrees to inform the Representative promptly of any such disclosure request.
Article 15. FOREIGN CORRUPT PRACTICES ACT
1. The Representative agrees that neither it, nor anyone acting on its behalf, will violate any anti-bribery
laws or international anti-bribery standars, regardless of their technical applicability to the
Representative. Specifically, the Representative agrees that they will not, directly or indirectly, pay,
promise or offer to pay, or authorize the payment of any money or anything of value to:
a. An officer, employee, agent or representative of any government, including any department,
agency or instrumentality of any government or any governed-owned or government
controlled entity or any person acting in an official capacity on behalf thereof;
b. A candidate for political office, any political party or any official of a political party; or
c. Any other person or entity while knowing or having reason to believe that some portion or all
of the payment or thing of value will be offered, given or promised, directly or indirectly, to
any person or entity described above for the purpose of influencing any act or decision of the
government official, political party, party official, or candidate in his or its official capacity,
including a decision to do or omit to do any act in violation of the lawful duty of the person
or entity, or including the person or entity to use his or its influence with the government or

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instrumentality thereof to affect or influence any act or decision, in order to assist ‘ A ‘ or the
Representative in the promotion, marketing or sale of the Products under this Agreement.
2. In addition, no payment may be made to anyone for any reason on behalf of or for the benefit of ‘ A ‘
which is not properly and accurately recorded in the Representative’s books and records, including
the amount, purpose and recipient, all of which must be maintained with supporting documentation.
Article 16. INDEMNIFICATION
1. The Representative agrees to indemnify and hold ‘ A ‘ harmless from any loss, cost, or expense
claimed by third parties for property damage and bodily injury, including death, caused by any degree
of negligence and/or willful misconduct of the Representative, its agents, or employees in connection
with this Agreement, including any and all reasonable attorney fees.
2. The Representative futher agrees to be responsible for, and to indemnify and hold ‘ A ‘ harmless as a
result of or in connection with the Representative’s performance under this Agreement including, but
without limitation, claims incident to:
a. False or improper certification;
b. Violations of applicable federal, state or local laws or regulations in the Territory;
c. Violations of U.S. Foreign Corrupt Practices Act;
d. Acts or omissions of Representative, or third parties, including without limitation any breach
by Representative of any of the provisions of this Agreement.
3. The Representative hereby waives any claim against ‘ A ‘ for incidental, consequential, special,
indirect or punitive damages, whether in contract, tort (including negligence and strict liability) or
otherwise.
4. The Representative will hold harmless ‘ A ‘ from any claims arising out of acts or omissions of the
Representative, or third parties, including without limitation any breach by the Representative of any
of the provisions of this Agreement.
Article 17. DISPUTES
Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination
or invalidity thereof, shall be settled by arbitration in accordance with the procedural rules of South
Korean Law. The place of arbitration shall be in South Korea. The language to be used in the arbitral
proceedings shall be Korean. The arbitration decision shall be final and binding on the Parties. The costs
of arbitration shall be borne by losing Party or as otherwise determined by the arbitrator’s decision.
Article 18. PRIOR AGREEMENTS
This Agreement supersedes and terminates all existing and/or prior agreements between the Partieson the
subject matter hereof, and all such other agreements are hereby terminated by mutual consent by the
Parties.
Article 19. MISCELLANEOUS
1. ‘ A ‘ retains full ownership of all inventions, designs, copyrights, drawings, processes, and data
provided to the Representative pursuant to or in connection with any work to be performed under this
Agreement.

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2. Provisions that survive termination or expiration including, but not limited to those related to
nondisclosure requirements, limitation of liability, indemnity, payment, and others which by their
nature are intended to survive.
3. Any of the terms, conditions, stipulations, covenants or undertakings contained in the Agreement
which are illegal, void, prohibited or unenforceable shall be ineffective to the extent of such illegality,
voidness, prohibition or unenforceability without invalidating the remaining provisions hereof and
any such illegality, voidness, prohibition or unenforceability shall not invalidate or render illegal,
void or unenforceable any other terms conditions stipulations provisions covenants or undertakings
contained herein. The Parties shall, in any such event, agree on new provisions that would replace
such provisions.
4. Any other terms and conditions not specified in this Agreement shall be discussed mutually and
agreed upon by the Parties at later stage, as the amendment to this Agreement, and the amendment,
supplements, and/or alteration to the terms and conditions of the Agreement shall not become binding
unless made in written form, signed by the authorized representatives of the Parties and approved by
respective authorities if required.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date
and year first hereinabove written.
The Representative ‘ A ‘
_____________Ltd.
_____________________ ___________________
Name: ......................... Name: ...........................
Title: ........................ Title: President & CEO
The following documents are attached:
Attachment A : Representative Toolkit Order Form & Details
Attachment B : Representative Toolkit Contents & Training