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Master License for Indonesia

Master License Template for Indonesia

A comprehensive legal agreement governed by Indonesian law that establishes the terms and conditions under which intellectual property rights are licensed from one party to another. This document complies with Indonesian Civil Code (KUHPerdata) and relevant IP laws, including Law No. 13 of 2016 on Patents and Law No. 28 of 2014 on Copyright. It covers essential aspects such as license scope, territory, payment terms, protection mechanisms, and compliance with local regulations while addressing specific requirements of Indonesian business and legal practices.

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Master License

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What is a Master License?

The Master License Agreement serves as the primary framework for intellectual property licensing arrangements in Indonesia, establishing comprehensive terms for the transfer and use of intellectual property rights. This document is essential when a rights holder (Licensor) wishes to grant permission to another party (Licensee) to use their intellectual property under specific conditions while maintaining protection under Indonesian law. The agreement must comply with various Indonesian regulations, including the Civil Code, IP laws, and investment regulations, particularly when involving foreign parties. It includes detailed provisions for license scope, territorial restrictions, payment terms, quality control, and enforcement mechanisms, while addressing specific requirements of Indonesian business practices and regulatory framework. This Master License is particularly crucial for businesses operating in Indonesia's growing technology and innovation sectors, where IP protection and commercialization are increasingly important.

What sections should be included in a Master License?

1. Parties: Identification of licensor and licensee with full legal names and addresses

2. Background: Context of the agreement, brief description of the licensed material, and general purpose

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. License Grant: Scope and nature of the license, including territory, exclusivity, and permitted uses

5. License Restrictions: Explicit limitations on use, prohibited activities, and reserved rights

6. Term and Termination: Duration of the agreement, renewal provisions, and termination circumstances

7. Payment Terms: License fees, royalties, payment schedule, and calculation methods

8. Protection of IP Rights: Provisions for maintaining and protecting the licensed intellectual property

9. Confidentiality: Protection of confidential information exchanged during the relationship

10. Warranties and Representations: Assurances regarding ownership, right to license, and quality of licensed material

11. Limitation of Liability: Boundaries of liability and damage caps

12. Indemnification: Obligations to defend and compensate for third-party claims

13. Compliance and Reporting: Requirements for compliance monitoring and periodic reporting

14. Governing Law and Dispute Resolution: Choice of law and methods for resolving disputes

15. General Provisions: Standard boilerplate clauses including assignment, notices, and amendments

What sections are optional to include in a Master License?

1. Sublicensing Rights: Include when licensee is permitted to sublicense to third parties

2. Source Code Escrow: For software licenses where source code protection is required

3. Export Control: When licensed materials are subject to export regulations

4. Data Protection: When personal data processing is involved in license implementation

5. Quality Control: For trademark or brand licensing requiring quality standards

6. Localization Rights: When licensed material needs to be adapted for local markets

7. Training and Support: When ongoing technical support or training is part of the license

8. Insurance Requirements: When specific insurance coverage is required for licensed activities

9. Change Control: For licenses involving technology that may need updates or modifications

10. Anti-Corruption Compliance: For international licensing deals requiring specific compliance measures

What schedules should be included in a Master License?

1. Schedule 1 - Licensed Material: Detailed description of all intellectual property being licensed

2. Schedule 2 - Technical Specifications: Technical details and requirements for licensed technology

3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms

4. Schedule 4 - Service Levels: Performance standards and metrics if applicable

5. Schedule 5 - Approved Sublicensees: List of pre-approved sublicensees if applicable

6. Schedule 6 - Territory Definition: Detailed description of geographic scope of license

7. Schedule 7 - Quality Standards: Specific quality requirements and testing procedures

8. Schedule 8 - Reporting Templates: Standard forms for required periodic reports

9. Appendix A - Contact Details: Key contacts for both parties for various purposes

10. Appendix B - Compliance Checklist: Detailed compliance requirements and verification procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Indonesia

Publisher

Ƶ

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions










































Clauses









































Relevant Industries

Technology and Software

Manufacturing

Pharmaceuticals

Media and Entertainment

Telecommunications

Consumer Goods

Industrial Products

Biotechnology

Fashion and Retail

Educational Services

Financial Services

Healthcare

Automotive

Energy and Resources

Relevant Teams

Legal

Intellectual Property

Business Development

Compliance

Commercial

Corporate Affairs

Technology

Innovation

Strategy

Operations

Finance

Risk Management

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Business Development Manager

Contract Administrator

Chief Legal Officer

IP Rights Manager

Compliance Officer

Commercial Director

Technology Transfer Officer

General Counsel

Corporate Secretary

Chief Technology Officer

Innovation Manager

Strategy Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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