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Sub License Agreement for Indonesia

Sub License Agreement Template for Indonesia

A Sub License Agreement under Indonesian law is a legally binding document that enables a licensee under a main license agreement to grant certain rights to a third party (sub-licensee) while maintaining compliance with Indonesian legal requirements. The agreement must adhere to Indonesian intellectual property laws, including Law No. 28 of 2014 on Copyright, Law No. 13 of 2016 on Patents, and Law No. 20 of 2016 on Trademarks. It must address specific Indonesian regulatory requirements, including recordal obligations, tax implications, and potentially foreign investment regulations if international parties are involved.

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Sub License Agreement

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What is a Sub License Agreement?

The Sub License Agreement is utilized when a licensee under a main license agreement wishes to grant certain rights to a third party in Indonesia. This document is essential for businesses expanding their operations through authorized sub-licensing arrangements while ensuring compliance with Indonesian legal requirements. The agreement must carefully balance the rights and obligations flowing from the main license agreement with local regulatory requirements, including mandatory provisions under Indonesian IP laws, recordal requirements with the Indonesian IP Office, and relevant tax regulations. It typically includes detailed provisions on scope of rights, quality control, payment terms, and compliance with both the main license terms and local laws. This type of agreement is particularly important in industries where intellectual property rights are frequently commercialized through tiered licensing structures.

What sections should be included in a Sub License Agreement?

1. Parties: Identification of the Sub-Licensor and Sub-Licensee, including their full legal names, registration numbers, and addresses

2. Background: Context of the agreement, including reference to the main license agreement and confirmation of authority to grant sub-licenses

3. Definitions: Key terms used in the agreement, including Licensed IP, Territory, Field of Use, and specific Indonesian legal terms

4. Grant of Sub-License: Scope of the sub-license, including territory, field of use, and any restrictions

5. Main License Compliance: Obligations to comply with main license terms and flow-down provisions

6. Payment Terms: License fees, royalties, payment schedule, and currency specifications

7. Tax Provisions: Treatment of withholding tax and other applicable Indonesian tax requirements

8. Sub-Licensee Obligations: Specific duties, quality control, reporting requirements, and compliance obligations

9. IP Protection: Obligations regarding IP protection, maintenance, and enforcement

10. Confidentiality: Protection of confidential information and trade secrets

11. Term and Termination: Duration, renewal options, and termination circumstances

12. Post-Termination: Obligations and rights after agreement termination

13. Governing Law: Specification of Indonesian law as governing law

14. Dispute Resolution: Dispute resolution procedures under Indonesian jurisdiction

What sections are optional to include in a Sub License Agreement?

1. Quality Control: Required for trademark sub-licenses or when specific quality standards must be maintained

2. Technology Transfer: Required when the sub-license includes technology transfer provisions under Indonesian regulations

3. Export Control: Required when the sub-license involves international trade or restricted technologies

4. Government Approvals: Required when the sub-licensed activity requires specific governmental approvals

5. Local Content Requirements: Required when the sub-licensed activity is subject to Indonesian local content requirements

6. Competition Compliance: Required when the sub-license might raise competition law concerns

7. Insurance: Required when specific insurance coverage is necessary for the licensed activities

What schedules should be included in a Sub License Agreement?

1. Schedule 1 - Licensed IP: Detailed description of the intellectual property being sub-licensed

2. Schedule 2 - Main License Terms: Relevant excerpts from the main license agreement that affect the sub-license

3. Schedule 3 - Payment Terms: Detailed breakdown of fees, royalties, and payment calculations

4. Schedule 4 - Technical Specifications: Technical requirements and specifications for the licensed IP

5. Schedule 5 - Quality Control Procedures: Detailed quality control requirements and procedures

6. Schedule 6 - Reporting Ƶ: Ƶ for required periodic reports

7. Appendix A - Form of Recordal: Template for recording the sub-license with Indonesian authorities

8. Appendix B - Compliance Certificates: Required compliance certifications and forms

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Indonesia

Publisher

Ƶ

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions

















































Clauses









































Relevant Industries

Technology and Software

Manufacturing

Pharmaceuticals

Consumer Goods

Telecommunications

Media and Entertainment

Fashion and Luxury Goods

Automotive

Food and Beverage

Biotechnology

Electronics

Retail

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Compliance

Finance

Tax

Research and Development

Operations

Corporate Affairs

International Business

Licensing

Relevant Roles

Legal Director

IP Counsel

Commercial Director

Licensing Manager

Business Development Manager

Contract Manager

Compliance Officer

Chief Legal Officer

IP Rights Manager

General Counsel

Commercial Contracts Manager

Regional Legal Manager

Head of Partnerships

Technology Transfer Officer

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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