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A Licensing Agent Agreement is essential when a business (principal) wishes to expand its market presence in Indonesia through an appointed agent who will represent and promote their products or services. This document is particularly relevant for international companies entering the Indonesian market or local companies establishing formal agency networks. The agreement must comply with Indonesian agency laws, including Ministry of Trade regulations on agency relationships and relevant intellectual property laws. It details the agent's scope of authority, territory restrictions, commission structures, performance requirements, and intellectual property usage rights. The document should be carefully drafted to address specific requirements under Indonesian law regarding agency relationships, including potential mandatory provisions and registration requirements with relevant authorities.

1. Parties: Identifies the principal (licensor) and the licensing agent, including their complete legal names and addresses

2. Background: Sets out the context of the agreement, including the principal's business, the agent's expertise, and the intention to establish an agency relationship

3. Definitions: Defines key terms used throughout the agreement, including 'Licensed Products', 'Territory', 'Intellectual Property Rights', etc.

4. Appointment and Scope: Details the appointment of the agent, exclusivity/non-exclusivity, and the territorial scope of the agency

5. Agent's Rights and Obligations: Specifies the agent's authorized activities, responsibilities, and performance standards

6. Principal's Rights and Obligations: Outlines the principal's commitments, support, and responsibilities to the agent

7. Intellectual Property Protection: Addresses the protection and permitted use of the principal's intellectual property

8. Commission Structure: Details the commission rates, calculation methods, and payment terms

9. Reporting and Accounting: Specifies reporting requirements, record-keeping obligations, and audit rights

10. Confidentiality: Establishes obligations regarding confidential information protection

11. Term and Termination: Specifies the duration of the agreement and grounds for termination

12. Post-Termination Obligations: Outlines the parties' obligations after the agreement ends

13. Governing Law and Dispute Resolution: Specifies Indonesian law as governing law and sets out dispute resolution procedures

14. General Provisions: Includes standard clauses like force majeure, notices, and amendments