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Sublicensable License for Indonesia

Sublicensable License Template for Indonesia

This document is a comprehensive sublicensable license agreement governed by Indonesian law, structured to comply with Indonesia's intellectual property, technology transfer, and investment regulations. It enables the primary licensee to not only use the licensed intellectual property but also grant sublicenses to third parties within specified parameters. The agreement incorporates mandatory provisions under Indonesian law, including compliance with Bank Indonesia's currency regulations and technology transfer requirements, while providing robust protection for intellectual property rights and establishing clear mechanisms for quality control and revenue sharing from sublicensing activities.

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Sublicensable License

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What is a Sublicensable License?

This Sublicensable License agreement is designed for use in scenarios where a rights holder wishes to grant both usage rights and the ability to further sublicense intellectual property in Indonesia. The document is particularly relevant in today's dynamic Indonesian market where technology transfer and IP commercialization often require multiple layers of licensing. It complies with Indonesian legal requirements including Law No. 28 of 2014 (Copyright Law), Law No. 13 of 2016 (Patent Law), and relevant investment and technology transfer regulations. The agreement includes comprehensive provisions for protecting the original IP owner's interests while facilitating commercial exploitation through sublicensing, with specific attention to Indonesian mandatory provisions regarding currency, language requirements, and dispute resolution.

What sections should be included in a Sublicensable License?

1. Parties: Identification of licensor and licensee with complete legal details

2. Background: Context of the agreement, ownership of intellectual property, and purpose of the license

3. Definitions: Key terms used throughout the agreement, including Licensed IP, Territory, and Sublicensing Rights

4. Grant of License: Scope of primary license and explicit sublicensing rights, including any territorial or field-of-use restrictions

5. License Fees and Payment Terms: Financial terms, including upfront payments, royalties, and currency specifications in compliance with Indonesian regulations

6. Sublicensing Rights and Obligations: Specific terms governing the licensee's right to sublicense, including approval requirements and revenue sharing

7. Protection of Intellectual Property: Obligations regarding IP protection, registration, and enforcement

8. Quality Control: Standards and requirements for licensed products/services, including monitoring of sublicensees

9. Representations and Warranties: Standard warranties regarding IP ownership, right to license, and non-infringement

10. Term and Termination: Duration of agreement, renewal terms, and termination rights

11. Post-Termination Obligations: Obligations of parties after agreement ends, including treatment of sublicenses

12. Governing Law and Dispute Resolution: Indonesian law provisions and dispute resolution mechanisms

13. General Provisions: Standard boilerplate clauses adapted to Indonesian law requirements

What sections are optional to include in a Sublicensable License?

1. Technology Transfer: Required if the license includes transfer of technical knowledge or technology, particularly relevant under Indonesian Investment Law

2. Export Control: Include if licensed technology or products are subject to export control regulations

3. Source Code Escrow: For software licenses where source code protection is required

4. Training and Support: Include if licensor will provide technical training or ongoing support

5. Localization Requirements: Required if licensed products/services need to comply with Indonesian local content requirements

6. Data Protection: Include if the licensed activities involve personal data processing

7. Insurance: Required for high-risk licensed activities or where significant liability concerns exist

What schedules should be included in a Sublicensable License?

1. Schedule 1 - Licensed Intellectual Property: Detailed description of all IP being licensed, including registration numbers

2. Schedule 2 - License Fee Structure: Detailed breakdown of all financial terms, including royalty calculations

3. Schedule 3 - Technical Specifications: Technical details of licensed technology or products

4. Schedule 4 - Quality Control Standards: Detailed quality requirements and testing procedures

5. Schedule 5 - Approved Form of Sublicense: Template or minimum terms for sublicense agreements

6. Schedule 6 - Territory Definition: Detailed description of geographic territories for license and sublicense rights

7. Appendix A - Reporting Ƶ: Standard forms for required reports and royalty calculations

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

Media and Entertainment

Telecommunications

Biotechnology

Industrial Products

Fashion and Retail

Education and Training

Research and Development

Healthcare

Relevant Teams

Legal

Intellectual Property

Business Development

Commercial

Finance

Research and Development

Compliance

Technology

Innovation

International Operations

Relevant Roles

Chief Legal Officer

Intellectual Property Manager

Licensing Director

Business Development Manager

Technology Transfer Officer

Commercial Director

Legal Counsel

Compliance Officer

Contract Manager

Chief Technology Officer

Innovation Director

Research and Development Director

Chief Financial 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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