An Irrevocable License is a critical legal document used when a permanent, non-revocable grant of rights is required under Indonesian law. This document type is particularly relevant for strategic business relationships, technology transfer arrangements, and long-term commercial partnerships where the licensee needs absolute certainty about the continuity of their rights. The agreement must comply with Indonesian Civil Code requirements, intellectual property regulations, and specific sectoral laws, particularly regarding registration and recordal requirements. The document includes detailed provisions about the scope of rights, quality control, technical specifications, and compliance with Indonesian technology transfer regulations. The irrevocable nature of the license makes it especially important to clearly define all terms and conditions, as the grant of rights cannot be terminated except under very specific, predetermined circumstances.
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1. Parties: Identification of the Licensor and Licensee, including their full legal names, registration details, and addresses
2. Background: Context of the agreement, description of the licensed property, and statement of the parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement, including specific Indonesian legal terms
4. Grant of License: Clear statement of the irrevocable license grant, its scope, and territory
5. Irrevocability Clause: Explicit provisions establishing the permanent and irrevocable nature of the license
6. License Fees: Payment terms, including initial fees and any ongoing royalties
7. Use of Licensed Property: Specific terms governing how the licensed property may be used
8. Quality Control: Standards and requirements for maintaining quality in the use of licensed property
9. Representations and Warranties: Statements of fact and promises by both parties regarding their authority and the licensed property
10. Registration and Recordal: Provisions for recording the license with relevant Indonesian authorities
11. Governing Law and Jurisdiction: Explicit statement of Indonesian law as governing law and jurisdiction details
12. Execution: Formal signing requirements complying with Indonesian law
1. Technology Transfer Provisions: Required when the license involves transfer of technology, addressing specific requirements under Indonesian technology transfer regulations
2. Sub-licensing Rights: Include when the licensee is permitted to grant sub-licenses
3. Export Control: Required for licenses involving international trade or technology transfer
4. Training and Support: Include when the license includes technical support or training obligations
5. Competition Law Compliance: Required when the license might impact market competition
6. Language Requirements: Required for international agreements, addressing Indonesian language requirements
7. Tax Provisions: Include detailed tax arrangements when significant payments are involved
8. Insurance Requirements: Include when specific insurance coverage is needed for licensed activities
1. Schedule 1 - Licensed Property: Detailed description and specifications of the licensed property
2. Schedule 2 - Technical Specifications: Technical details and requirements for use of the licensed property
3. Schedule 3 - Quality Control Standards: Detailed quality control requirements and procedures
4. Schedule 4 - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
5. Schedule 5 - Required Registrations: List of necessary registrations and recordals with Indonesian authorities
6. Appendix A - Form of Quality Control Report: Template for required quality control reporting
7. Appendix B - Authorized Users: List of authorized users or entities permitted to use the licensed property
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Pharmaceuticals
Software Development
Telecommunications
Consumer Goods
Industrial Equipment
Biotechnology
Media and Entertainment
Research and Development
Relevant Teams
Legal
Intellectual Property
Commercial
Business Development
Research & Development
Compliance
Technology
Operations
Strategy
Regulatory Affairs
Relevant Roles
Legal Counsel
Intellectual Property Manager
Technology Transfer Officer
Licensing Director
Business Development Manager
Contract Manager
Compliance Officer
Chief Technology Officer
Innovation Director
Research and Development Manager
Commercial Director
Chief Legal Officer
Regulatory Affairs Manager
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