The International License Agreement is essential for businesses seeking to formalize intellectual property licensing arrangements in Indonesia. This document is particularly crucial when foreign companies wish to grant rights to Indonesian entities to use, manufacture, distribute, or commercialize their intellectual property. The agreement must comply with Indonesian legal requirements, including the Indonesian Civil Code, relevant IP laws, and foreign investment regulations. It typically includes detailed provisions on scope of rights, territory restrictions, payment terms, quality control measures, and dispute resolution mechanisms. The document serves as a critical tool for protecting IP rights while enabling business expansion in the Indonesian market, and must be carefully structured to address both international licensing practices and local regulatory requirements.
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1. Parties: Identification of the licensor and licensee, including full legal names and addresses
2. Background: Context of the agreement, ownership of the licensed rights, and purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Scope of the license, including territory, exclusivity, and permitted uses
5. License Fees and Payment Terms: Financial terms, including royalties, payment schedules, and calculation methods
6. Protection of Intellectual Property: Provisions for maintaining and protecting the licensed IP rights
7. Quality Control and Standards: Requirements for maintaining quality standards and compliance
8. Representations and Warranties: Statements of fact and promises by both parties
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Confidentiality: Protection of confidential information exchanged during the agreement
11. Governing Law and Dispute Resolution: Choice of law and methods for resolving disputes
12. General Provisions: Standard boilerplate clauses including notices, assignment, and amendment procedures
1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses
2. Technology Transfer: Include for agreements involving technical knowledge transfer
3. Training and Support: Include when technical training or ongoing support is part of the agreement
4. Marketing and Promotion: Include for trademark licenses requiring specific marketing obligations
5. Export Control: Include when licensed products/technology are subject to export restrictions
6. Source Code Escrow: Include for software licenses where source code protection is required
7. Performance Targets: Include when license is conditional on achieving specific performance metrics
8. Local Content Requirements: Include when Indonesian law requires local content or participation
1. Schedule 1 - Licensed Rights: Detailed description of the intellectual property being licensed
2. Schedule 2 - Technical Specifications: Technical details, standards, and requirements for licensed products/technology
3. Schedule 3 - Payment Terms: Detailed payment schedules, royalty calculations, and reporting requirements
4. Schedule 4 - Quality Control Procedures: Specific quality control requirements and testing procedures
5. Schedule 5 - Territory: Detailed description of geographic territories covered by the license
6. Appendix A - Approved Forms: Standard forms for reports, notices, or other required communications
7. Appendix B - Brand Guidelines: Guidelines for use of licensed trademarks or branding elements
8. Appendix C - Support Services: Details of any technical support or maintenance services included
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Consumer Goods
Pharmaceuticals
Software and IT
Media and Entertainment
Telecommunications
Automotive
Fashion and Retail
Food and Beverage
Industrial Equipment
Research and Development
Relevant Teams
Legal
Intellectual Property
Commercial
Business Development
Finance
Operations
Research and Development
International Business
Compliance
Technical
Product Development
Relevant Roles
Legal Counsel
Intellectual Property Manager
Commercial Director
Business Development Manager
Chief Technology Officer
Licensing Manager
Compliance Officer
Contract Administrator
Chief Financial Officer
Operations Director
Research and Development Director
International Business Manager
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