This Exclusive License Agreement template is designed for use under Indonesian law when one party (licensor) wishes to grant another party (licensee) exclusive rights to intellectual property, preventing the licensor from licensing the same rights to others within the specified territory. The document is particularly crucial for businesses entering the Indonesian market or local companies acquiring exclusive rights to international IP. It includes comprehensive provisions for IP protection, commercialization rights, quality control, and compliance with Indonesian regulations, including mandatory registration requirements with the Directorate General of Intellectual Property. The agreement is especially relevant for technology transfers, manufacturing arrangements, and commercial distribution rights in Indonesia, incorporating necessary safeguards for both parties while ensuring compliance with local competition laws and foreign investment restrictions.
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1. Parties: Identification of the licensor and licensee, including their legal status and registered addresses
2. Background: Context of the agreement, description of the intellectual property, and the parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Explicit grant of exclusive rights, territorial scope, and field of use
5. Exclusivity Provisions: Terms confirming the exclusive nature of the license and restrictions on licensor
6. License Period: Duration of the license, commencement date, and renewal terms
7. Payment Terms: License fees, royalties, payment schedule, and calculation methods
8. Protection and Maintenance: Obligations regarding IP protection, maintenance, and registration
9. Quality Control: Quality standards, inspection rights, and approval processes
10. Confidentiality: Protection of confidential information exchanged during the agreement
11. Warranties and Representations: Warranties regarding IP ownership, right to license, and non-infringement
12. Termination: Grounds for termination, notice requirements, and consequences
13. Post-Termination Obligations: Obligations of parties after agreement ends
14. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
15. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses
2. Improvements: Include when dealing with future improvements to the licensed IP
3. Technology Transfer: Include when technical knowledge transfer is required
4. Export Control: Include for international licensing arrangements
5. Local Content Requirements: Include when Indonesian regulations require local content
6. Competition Compliance: Include detailed competition compliance terms if market share is significant
7. Bank Guarantee: Include when financial security is required
8. Insurance: Include when specific insurance coverage is required
1. Schedule 1 - Licensed Intellectual Property: Detailed description of all IP being licensed, including registration numbers
2. Schedule 2 - Products: List and specifications of products covered by the license
3. Schedule 3 - Territory: Detailed description of territorial scope including any excluded regions
4. Schedule 4 - Royalty Calculations: Detailed formula and examples of royalty calculations
5. Schedule 5 - Quality Standards: Technical specifications and quality requirements
6. Schedule 6 - Approved Sub-contractors: List of pre-approved sub-contractors if applicable
7. Appendix A - Technical Documentation: Technical specifications and operational procedures
8. Appendix B - Brand Guidelines: If trademark is included, guidelines for brand usage
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Pharmaceuticals
Consumer Goods
Automotive
Software Development
Biotechnology
Electronics
Telecommunications
Fashion and Luxury Goods
Food and Beverage
Research and Development
Industrial Equipment
Relevant Teams
Legal
Intellectual Property
Research and Development
Commercial
Business Development
Finance
Operations
Compliance
Technology Transfer
Product Development
Strategy
Relevant Roles
Chief Executive Officer
Chief Legal Officer
Chief Technology Officer
Intellectual Property Manager
Legal Counsel
Commercial Director
Business Development Manager
Licensing Manager
Research and Development Director
Head of Innovation
Chief Financial Officer
Operations Director
Compliance Officer
Contract Manager
Technology Transfer Officer
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