The Service License Agreement is a crucial document used when a service provider wishes to grant another party the right to use specific services while maintaining ownership and control over the intellectual property. This agreement type is particularly important in Indonesia's growing digital economy and must comply with various local regulations, including the Indonesian Civil Code, Law No. 28 of 2014 on Copyright, and electronic transaction laws. The document typically includes detailed service specifications, usage rights, territorial restrictions, payment terms in Indonesian Rupiah, and mandatory bilingual provisions. It's commonly used in software-as-a-service arrangements, technology licensing, and professional service provisions where ongoing service delivery is coupled with licensing rights.
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1. Parties: Identification of the licensor and licensee with their full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, brief description of the services and purpose of the license
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Scope and nature of the license being granted, including territory, exclusivity/non-exclusivity, and any restrictions
5. Services Description: Detailed description of the services to be provided under the license
6. Term and Renewal: Duration of the agreement and conditions for renewal
7. Fees and Payment Terms: License fees, service fees, payment schedule, and currency specifications in compliance with Indonesian regulations
8. Intellectual Property Rights: Ownership and protection of IP, including any modifications or improvements
9. Confidentiality: Protection of confidential information and trade secrets
10. Representations and Warranties: Standard warranties regarding service quality, IP ownership, and authority to enter into agreement
11. Limitation of Liability: Limitations on liability and indemnification provisions
12. Termination: Grounds for termination, termination process, and post-termination obligations
13. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
14. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Compliance with Data Protection Laws: Required if personal data processing is involved in the service delivery
2. Service Level Agreement (SLA): Include when specific performance metrics and service levels need to be maintained
3. Security Requirements: Required for services involving sensitive information or systems
4. Training and Support: Include when the license includes ongoing training or support services
5. Insurance: Required for high-risk services or when dealing with valuable assets
6. Change Control: Include when the services may need significant modifications during the term
7. Force Majeure: Optional but recommended for long-term agreements or services susceptible to external disruptions
8. Anti-Corruption and Compliance: Required when dealing with government entities or in regulated industries
1. Schedule 1 - Service Specifications: Detailed technical specifications of the licensed services
2. Schedule 2 - Fee Schedule: Detailed breakdown of all fees, including license fees, service fees, and payment terms
3. Schedule 3 - Service Levels: Detailed service level requirements and performance metrics
4. Schedule 4 - Support Services: Details of support services, response times, and escalation procedures
5. Schedule 5 - Authorized Users: List of authorized users or user categories permitted to use the licensed services
6. Schedule 6 - Technical Requirements: Technical specifications and requirements for service implementation
7. Schedule 7 - Data Processing Terms: Specific terms relating to data processing and protection if applicable
8. Appendix A - Form of Change Request: Standard form for requesting changes to the services or agreement terms
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Software Development
Professional Services
Telecommunications
Healthcare Technology
Financial Services
Manufacturing
Education Technology
Digital Media
Business Process Outsourcing
Cloud Services
Relevant Teams
Legal
Commercial
Finance
Operations
Compliance
Business Development
Information Technology
Product Development
Risk Management
Intellectual Property
Service Delivery
Account Management
Relevant Roles
Legal Counsel
Contracts Manager
Chief Technology Officer
Licensing Manager
Business Development Director
Commercial Director
Chief Financial Officer
Operations Manager
Compliance Officer
IP Rights Manager
Service Delivery Manager
Account Executive
Partnership Manager
Risk Manager
Product Manager
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