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Brand Licence Agreement for Indonesia

Brand Licence Agreement Template for Indonesia

A comprehensive legal agreement governed by Indonesian law that establishes the terms and conditions under which a brand owner (licensor) grants another party (licensee) the right to use its trademarks, logos, and other brand elements. The agreement complies with Indonesia's Law No. 20 of 2016 on Marks and Geographical Indications and related regulations, addressing crucial aspects such as license scope, territory, quality control, royalties, and brand usage guidelines. It includes specific provisions required under Indonesian IP law for recordal with the Directorate General of Intellectual Property.

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What is a Brand Licence Agreement?

A Brand License Agreement is essential when a brand owner wishes to permit another party to use its intellectual property in Indonesia while maintaining control over its brand identity and reputation. This document type is particularly relevant for businesses expanding their presence in the Indonesian market through local partners or for Indonesian companies licensing their brands domestically. The agreement must comply with Indonesian intellectual property laws, particularly Law No. 20 of 2016 on Marks and Geographical Indications, and should be recorded with the Directorate General of Intellectual Property. The document covers critical aspects such as license scope, quality control measures, financial terms, and territory restrictions, while incorporating local law requirements regarding intellectual property protection and commercial relationships.

What sections should be included in a Brand Licence Agreement?

1. Parties: Identification of the licensor and licensee, including full legal names, registration details, and addresses

2. Background: Context of the agreement, including ownership of the brand and purpose of the licensing arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Licensed Marks', 'Territory', 'Licensed Products', etc.

4. Grant of License: Scope of the license granted, including territory, exclusivity/non-exclusivity, and permitted uses

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. License Fees and Royalties: Financial terms including license fees, royalty rates, payment terms, and reporting requirements

7. Quality Control: Standards for brand usage, approval processes, and quality maintenance requirements

8. Protection of Licensed Marks: Obligations regarding trademark protection, infringement reporting, and enforcement

9. Representations and Warranties: Standard warranties regarding ownership, right to license, and validity of licensed marks

10. Obligations of the Parties: Specific duties of both licensor and licensee

11. Termination: Grounds for termination, termination process, and post-termination obligations

12. Confidentiality: Protection of confidential information exchanged during the agreement

13. Governing Law and Dispute Resolution: Choice of law, jurisdiction, and dispute resolution mechanisms

14. General Provisions: Standard boilerplate clauses including assignment, notices, and entire agreement

What sections are optional to include in a Brand Licence Agreement?

1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses to third parties

2. Marketing and Promotion: Include when specific marketing obligations or restrictions need to be detailed

3. Minimum Performance Requirements: Include when setting specific sales targets or performance metrics

4. Insurance: Include when specific insurance requirements are needed for brand protection

5. Export Control: Include for international licensing arrangements with export restrictions

6. Local Registration: Include when local trademark registration is required in specific territories

7. Anti-corruption Compliance: Include for international agreements or when dealing with government entities

8. Data Protection: Include when personal data processing is involved in brand usage

What schedules should be included in a Brand Licence Agreement?

1. Schedule 1 - Licensed Marks: Detailed list and images of all licensed trademarks, including registration numbers

2. Schedule 2 - Licensed Products/Services: Comprehensive list of products/services covered by the license

3. Schedule 3 - Brand Guidelines: Detailed specifications for brand usage, including color codes, positioning, size requirements

4. Schedule 4 - Quality Control Standards: Specific quality standards and testing requirements for licensed products

5. Schedule 5 - Royalty Calculations: Detailed methodology for calculating royalties, including examples

6. Schedule 6 - Approved Manufacturers/Suppliers: List of approved manufacturers or suppliers if applicable

7. Schedule 7 - Territory Definition: Detailed description of licensed territories, including any exclusions

8. Schedule 8 - Reporting Templates: Standard forms for sales reports and royalty calculations

Authors

Alex Denne

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

Jurisdiction

Indonesia

Publisher

Genie AI

Document Type

License Agreement

Sector

IP

Cost

Free to use

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