The Intellectual Property License Agreement is a crucial document used when one party (licensor) grants another party (licensee) the right to use specific intellectual property rights in Indonesia. This agreement is essential for businesses operating in Indonesia's growing technology and innovation sectors, particularly given the country's specific regulatory requirements for IP protection and technology transfer. The document addresses key aspects including license scope, territorial restrictions, payment terms, and compliance with Indonesian IP laws and regulations. It's particularly relevant for foreign companies entering the Indonesian market, local businesses acquiring technology rights, and research institutions engaging in commercial partnerships. The agreement must comply with Indonesian legal requirements, including mandatory provisions under various IP laws and regulations, and may need to be registered with relevant authorities such as the Directorate General of Intellectual Property.
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1. Parties: Identification of the licensor and licensee, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, brief description of the intellectual property, and purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement, including technical terms and defined concepts
4. Grant of License: Specific rights being granted, including scope, territory, and whether exclusive or non-exclusive
5. License Fee and Payment Terms: Financial terms including licensing fees, royalties, payment schedule, and calculation methods
6. Protection of Intellectual Property: Provisions for maintaining and protecting the IP rights, including registration and enforcement
7. Representations and Warranties: Statements regarding ownership, right to license, and quality of the IP
8. Confidentiality: Obligations regarding protection of confidential information exchanged during the license relationship
9. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination
10. Post-Termination Obligations: Obligations of parties after agreement ends, including return of materials and continuing confidentiality
11. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
12. General Provisions: Standard clauses including notices, assignment, amendments, and entire agreement
1. Quality Control: Required for trademark licenses or when licensed IP must meet specific quality standards
2. Sub-licensing Rights: Include when licensee is permitted to sub-license the IP to third parties
3. Technology Transfer: Required when agreement includes transfer of technical knowledge or support
4. Export Control: Necessary for cross-border licenses involving restricted technologies
5. Improvements and Modifications: Include when parties anticipate development of improvements to the licensed IP
6. Source Code Escrow: For software licenses where source code access may be required under certain conditions
7. Local Content Requirements: Required when Indonesian regulations mandate local content or local manufacturing
8. Competition Law Compliance: Include when license terms might impact market competition
1. Schedule A - Licensed Intellectual Property: Detailed description of all IP being licensed, including registration numbers
2. Schedule B - Technical Specifications: Technical details and requirements for the licensed IP
3. Schedule C - Royalty Calculations: Detailed methodology for calculating royalties and examples
4. Schedule D - Quality Standards: Specific quality requirements and testing procedures if applicable
5. Schedule E - Territory: Detailed description of geographic territories where license is valid
6. Appendix 1 - Form of Reports: Ƶ for required periodic reports
7. Appendix 2 - Support Services: Details of any technical support or maintenance services included
8. Appendix 3 - Compliance Requirements: Specific Indonesian regulatory requirements applicable to the license
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Pharmaceuticals
Software Development
Biotechnology
Electronics
Telecommunications
Media and Entertainment
Automotive
Consumer Goods
Research and Development
Education
Healthcare
Fashion and Retail
Energy
Relevant Teams
Legal
Intellectual Property
Research and Development
Innovation
Business Development
Commercial
Compliance
Technology Transfer
Corporate Affairs
Licensing
Product Development
Strategy
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Director
Chief Technology Officer
Research and Development Director
Business Development Manager
Compliance Officer
Commercial Director
Innovation Manager
Patent Attorney
Technology Transfer Officer
Corporate Counsel
Chief Legal Officer
IP Strategist
Contract Manager
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