The Merchandise Licensing Agreement is a crucial document for businesses seeking to capitalize on intellectual property rights through product merchandising in Indonesia. This agreement type is commonly used when a brand owner (licensor) wishes to authorize another party (licensee) to produce and sell products featuring their intellectual property, while maintaining control over brand integrity and receiving financial compensation. The agreement must comply with Indonesian licensing regulations, particularly Law No. 20 of 2016 on Marks and Geographical Indications and related commercial laws. It typically includes detailed provisions on product quality standards, approval processes, royalty calculations, territorial restrictions, and reporting requirements. The document is especially relevant for international licensing relationships involving Indonesian manufacturers or distributors, and must address specific local requirements such as language provisions and regulatory compliance.
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1. Parties: Identification of the Licensor and Licensee with complete legal details
2. Background: Context of the agreement, ownership of the licensed property, and general intent of the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Scope of license, territory, and any restrictions on use
5. Term: Duration of the agreement, including commencement date and renewal provisions
6. Licensed Property: Detailed description of the intellectual property being licensed
7. Quality Control: Standards, approval processes, and quality assurance requirements
8. Royalties and Payments: Financial terms, royalty rates, minimum guarantees, and payment terms
9. Reports and Audits: Reporting requirements and audit rights
10. Intellectual Property Protection: IP ownership, protection measures, and infringement procedures
11. Representations and Warranties: Standard warranties regarding IP ownership and authority to license
12. Termination: Termination rights, process, and consequences
13. Post-Termination Obligations: Obligations of parties after agreement ends
14. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
1. Manufacturing Requirements: Used when licensee will manufacture products - includes manufacturing standards and processes
2. E-commerce Provisions: Required when licensed merchandise will be sold online
3. Sub-licensing Rights: Included when licensee is permitted to sub-license the rights
4. Marketing and Promotion: Detailed marketing requirements and restrictions
5. Distribution Requirements: Specific distribution channel requirements and restrictions
6. Exclusivity Provisions: Used for exclusive licensing arrangements
7. Export/Import Provisions: Required for international trade of licensed merchandise
8. Local Content Requirements: Used when Indonesian regulations require local content in products
1. Schedule 1 - Licensed Property: Detailed specifications and images of licensed property
2. Schedule 2 - Licensed Products: List and specifications of approved products
3. Schedule 3 - Quality Standards: Detailed quality control specifications and procedures
4. Schedule 4 - Royalty Rates: Detailed breakdown of royalty rates by product category
5. Schedule 5 - Approval Procedures: Step-by-step approval process for new products
6. Schedule 6 - Territory: Detailed description of licensed territory including any restrictions
7. Schedule 7 - Brand Guidelines: Brand usage and style guidelines
8. Appendix A - Approved Manufacturers: List of approved manufacturers if applicable
9. Appendix B - Reporting Templates: Standard forms for sales and royalty reporting
Authors
Relevant legal definitions
Clauses
Relevant Industries
Entertainment & Media
Fashion & Apparel
Sports & Athletics
Consumer Goods
Retail
Gaming & Electronics
Food & Beverage
Education & Publishing
Toys & Games
Automotive
Music & Entertainment
Relevant Teams
Legal
Commercial
Licensing
Finance
Operations
Quality Control
Product Development
Brand Management
Compliance
International Business
Manufacturing
Sales
Relevant Roles
Licensing Director
Commercial Manager
Legal Counsel
Brand Manager
Business Development Manager
Intellectual Property Manager
Operations Director
Chief Financial Officer
Compliance Officer
Sales Director
Manufacturing Manager
Quality Control Manager
Product Development Manager
Supply Chain Manager
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