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Exclusive Rights Agreement Template for Indonesia

A comprehensive legal document governed by Indonesian law that establishes and regulates an exclusive commercial relationship between parties, where one party grants another party exclusive rights to specific intellectual property, products, services, or commercial opportunities within defined territories. The agreement incorporates key provisions required under Indonesian civil code and commercial law, including specific compliance with Law No. 5 of 1999 regarding anti-monopoly considerations, and addresses intellectual property protection, performance obligations, and enforcement mechanisms within the Indonesian legal framework.

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What is a Exclusive Rights Agreement?

The Exclusive Rights Agreement serves as a critical legal instrument in Indonesian commercial transactions where exclusive commercial arrangements are required. It is commonly used when a rights holder wishes to grant another party exclusive rights to intellectual property, distribution rights, manufacturing rights, or other commercial opportunities within Indonesia or specified territories. The document must comply with Indonesian civil code requirements and specific regulations including Law No. 5 of 1999 (Anti-Monopoly Law), relevant intellectual property laws, and sector-specific regulations. This agreement type is particularly important in the Indonesian market where exclusive commercial relationships often require careful structuring to comply with local investment regulations and protect parties' interests within the Indonesian legal system. The agreement typically includes detailed provisions on scope of rights, territory definitions, performance requirements, and dispute resolution mechanisms tailored to the Indonesian legal environment.

What sections should be included in a Exclusive Rights Agreement?

1. Parties: Identification of the rights holder and the recipient of the exclusive rights, including their legal status and addresses

2. Background: Context of the agreement, nature of the exclusive rights, and general business purpose

3. Definitions: Detailed definitions of key terms used throughout the agreement, including technical terms and Indonesian legal concepts

4. Grant of Rights: Specific description of the exclusive rights being granted, including scope, territory, and duration

5. Exclusivity Obligations: Detailed terms of exclusivity, including any carve-outs or exceptions

6. Payment Terms: Financial arrangements, including fees, royalties, payment schedules, and calculation methods

7. Performance Obligations: Specific obligations of both parties in relation to the exclusive rights

8. Protection of Rights: Provisions for protecting the underlying rights, including IP protection and enforcement

9. Representations and Warranties: Standard and specific warranties regarding ownership, authority, and non-infringement

10. Term and Termination: Duration of the agreement and circumstances for termination

11. Post-Termination Obligations: Rights and obligations that survive termination

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

13. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms

What sections are optional to include in a Exclusive Rights Agreement?

1. Quality Control: Required when the exclusive rights involve branded products or services requiring quality standards

2. Minimum Performance Requirements: Include when the agreement requires minimum sales, production, or performance targets

3. Anti-corruption Compliance: Required for agreements involving government licenses or public sector interaction

4. Force Majeure: Optional clause for addressing unforeseeable circumstances, particularly relevant in long-term agreements

5. Assignment and Sub-licensing: Include when transfer or sub-licensing rights need to be explicitly addressed

6. Insurance: Required when the exercise of rights involves significant operational risks

7. Marketing and Promotion: Include when the agreement involves commercial exploitation requiring marketing efforts

8. Technology Transfer: Required when the exclusive rights include technical knowledge or know-how transfer

What schedules should be included in a Exclusive Rights Agreement?

1. Schedule 1 - Description of Rights: Detailed technical or legal description of the exclusive rights being granted

2. Schedule 2 - Territory: Detailed description of the geographic scope of the exclusive rights

3. Schedule 3 - Payment Terms: Detailed breakdown of financial terms, including calculation methods and examples

4. Schedule 4 - Technical Specifications: Technical requirements or specifications related to the exercise of rights

5. Schedule 5 - Quality Standards: Specific quality control requirements and procedures

6. Schedule 6 - Performance Metrics: Detailed performance requirements and measurement criteria

7. Appendix A - Required Approvals: List of regulatory or governmental approvals required

8. Appendix B - Compliance Requirements: Specific compliance requirements under Indonesian law

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

Cost

Free to use

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