This Non-Exclusive Perpetual License agreement is designed for use when a party wishes to grant ongoing, unlimited-duration rights to use intellectual property, technology, or content while maintaining the ability to license the same assets to others. The document is specifically structured to comply with Indonesian legal requirements, including the Indonesian Civil Code and relevant IP laws. It is particularly useful for software licensing, content distribution, technology transfer, and similar arrangements where perpetual use rights are desired without the complexity of renewal terms. The agreement includes comprehensive provisions for protecting both parties' interests, defining usage rights, establishing payment terms, and ensuring compliance with Indonesian regulatory requirements. It's commonly used in business-to-business transactions but can also accommodate individual licensors or licensees.
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1. Parties: Identification and details of the Licensor and Licensee, including their legal status and registered addresses
2. Background: Context of the agreement, description of the intellectual property being licensed, and the parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement, including Licensed Property, Effective Date, and Territory
4. Grant of License: Explicit grant of non-exclusive perpetual license, including scope, territory, and confirmation of non-exclusivity
5. License Fee and Payment Terms: Details of license fees, payment schedule, and any ongoing royalties or maintenance fees
6. Intellectual Property Rights: Confirmation of Licensor's ownership and Licensee's acknowledgment of IP rights
7. Use of Licensed Property: Permitted uses, restrictions, and requirements for using the licensed property
8. Warranties and Representations: Warranties regarding ownership, right to license, and non-infringement
9. Indemnification: Mutual indemnification obligations and process for handling third-party claims
10. Confidentiality: Obligations regarding confidential information exchanged during the license relationship
11. Assignment and Sub-licensing: Rules regarding transfer of rights and sub-licensing restrictions
12. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms
13. Notices: Process and requirements for formal communications between parties
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Technical Support and Maintenance: Include when ongoing technical support or maintenance is part of the license arrangement
2. Quality Control: Include when licensed property requires maintaining certain quality standards
3. Updates and New Versions: Include when license covers software or content that may be updated
4. Export Control: Include when licensed property may be subject to export restrictions
5. Source Code Escrow: Include for software licenses where source code access may be required
6. Training and Implementation: Include when license requires specific training or implementation support
7. Data Protection and Privacy: Include when licensed property involves processing personal data
8. Force Majeure: Include when specific force majeure provisions are needed beyond standard provisions
1. Schedule 1 - Licensed Property: Detailed description of the licensed intellectual property, including specifications and documentation
2. Schedule 2 - License Fees: Detailed breakdown of all applicable fees, payment schedules, and calculation methods
3. Schedule 3 - Technical Requirements: Technical specifications, system requirements, or implementation standards
4. Schedule 4 - Service Levels: Service level agreements if maintenance or support is included
5. Schedule 5 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
6. Schedule 6 - Territory Restrictions: Detailed description of territorial scope and any regional restrictions
7. Appendix A - Usage Guidelines: Guidelines and standards for using the licensed property
8. Appendix B - Support and Maintenance Terms: Detailed terms for technical support and maintenance if provided
Relevant legal definitions
Clauses
Relevant Industries
Technology
Software Development
Media and Entertainment
Manufacturing
Telecommunications
Healthcare
Education
Research and Development
Publishing
Gaming
Biotechnology
Industrial Design
Consumer Products
Professional Services
Relevant Teams
Legal
Intellectual Property
Licensing
Commercial
Business Development
Finance
Technology
Product Development
Compliance
Operations
Relevant Roles
Chief Legal Officer
Legal Counsel
Intellectual Property Manager
Licensing Manager
Contract Administrator
Business Development Manager
Chief Technology Officer
Product Manager
Commercial Director
Chief Executive Officer
Chief Financial Officer
IP Rights Manager
Technology Transfer Officer
General Counsel
Compliance Officer
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