The Master Use License agreement is a crucial legal instrument used in Indonesian business transactions to establish and govern the terms under which intellectual property, software, content, or other proprietary assets can be used by licensed parties. This document is essential when a rights holder wishes to grant usage rights while maintaining ownership and control over their intellectual property. The agreement encompasses detailed provisions for licensing scope, usage restrictions, payment terms, and compliance requirements, all structured within the framework of Indonesian law, particularly Law No. 28 of 2014 on Copyright and related regulations. It serves as a foundational document for businesses operating in Indonesia that need to establish clear guidelines for intellectual property usage while ensuring legal compliance and protection of their assets.
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1. Parties: Identification and details of the licensor and licensee, including registration numbers and authorized representatives
2. Background: Context of the agreement, description of the licensed material, and general purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Specific rights being granted, scope of use, and any territorial restrictions
5. Term and Termination: Duration of the license, renewal terms, and conditions for termination
6. License Fees and Payment: Financial terms, payment schedule, and any recurring fees
7. Intellectual Property Rights: Confirmation of ownership and protection of intellectual property rights
8. Use Restrictions: Specific limitations on use, prohibited activities, and usage boundaries
9. Confidentiality: Protection of confidential information and trade secrets
10. Warranties and Representations: Guarantees regarding ownership, right to license, and quality of licensed material
11. Indemnification: Obligations to protect against and compensate for third-party claims
12. Limitation of Liability: Limits on parties' liability and exclusions of certain types of damages
13. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution procedures
14. General Provisions: Standard clauses including notices, assignment, and entire agreement
1. Technical Requirements: Include when license involves software or technical implementations requiring specific system requirements
2. Service Levels: Include when the licensed material requires ongoing support or maintenance
3. Data Protection: Include when personal data processing is involved in the licensed material
4. Source Code Escrow: Include for software licenses where source code protection is required
5. Geographic Restrictions: Include when use is limited to specific regions or territories
6. Audit Rights: Include when usage monitoring and verification is necessary
7. Training and Support: Include when the license includes training or support services
8. Sublicensing Rights: Include when sublicensing is permitted under specific conditions
1. Schedule A - Licensed Material: Detailed description and specifications of the licensed material
2. Schedule B - Technical Specifications: Technical requirements, integration specifications, and implementation details
3. Schedule C - Fee Schedule: Detailed breakdown of all fees, payment terms, and calculation methods
4. Schedule D - Service Levels: Detailed service level requirements and performance metrics
5. Schedule E - Approved Sublicensees: List of approved sublicensees if sublicensing is permitted
6. Appendix 1 - Usage Guidelines: Detailed guidelines for acceptable use of the licensed material
7. Appendix 2 - Support and Maintenance: Details of support and maintenance services if included
8. Appendix 3 - Data Processing Terms: Specific terms for data processing if applicable
Relevant legal definitions
Clauses
Relevant Industries
Technology
Software Development
Media and Entertainment
Digital Content
Telecommunications
Publishing
Gaming
E-commerce
Financial Services
Healthcare Technology
Educational Technology
Manufacturing
Research and Development
Relevant Teams
Legal
Intellectual Property
Licensing
Commercial
Business Development
Technology
Compliance
Risk Management
Product Development
Contract Administration
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Director
Contract Manager
Business Development Manager
Chief Technology Officer
Chief Legal Officer
Commercial Director
IP Rights Administrator
Compliance Officer
Product Manager
Software Licensing Manager
Content Licensing Manager
Legal Operations Manager
Risk Manager
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