This Non-Perpetual License agreement template is designed for use in situations where temporary intellectual property rights need to be granted within the Indonesian legal framework. It is particularly relevant for both domestic and international licensing transactions where the licensed property will be used in Indonesia. The document ensures compliance with Indonesian IP laws, including mandatory registration requirements with the Directorate General of Intellectual Property Rights where applicable. It includes essential provisions for time-limited licensing, quality control measures, and specific obligations required under Indonesian law. The agreement is structured to protect both licensor and licensee interests while maintaining alignment with local regulatory requirements, including technology transfer regulations and foreign investment rules where relevant.
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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, nature of the intellectual property, and general purpose of the license
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Specific rights being granted, including scope, territory, and explicit statement of non-perpetual nature
5. Term and Termination: Duration of the license, renewal provisions, and circumstances for early termination
6. License Fees: Payment terms, amounts, and schedule of payments
7. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
8. Use Restrictions: Limitations and restrictions on the use of the licensed property
9. Licensee Obligations: Key responsibilities and obligations of the licensee
10. Quality Control: Standards and quality requirements for use of the licensed property
11. Confidentiality: Protection of confidential information exchanged during the license period
12. Warranties and Indemnities: Warranties provided and indemnification obligations
13. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
14. General Provisions: Standard boilerplate clauses including notices, assignment, and amendment procedures
1. Sublicensing Rights: Include when sublicensing is permitted, specifying conditions and limitations
2. Technology Transfer: Include when the license involves transfer of technical knowledge or training
3. Export Controls: Include when licensed property may be subject to export regulations
4. Source Code Escrow: Include for software licenses where source code protection is required
5. Localization Requirements: Include when licensed property needs to be adapted for Indonesian market
6. Performance Metrics: Include when license renewal or fees are tied to performance targets
7. Insurance Requirements: Include when specific insurance coverage is required for licensed activities
1. Schedule A - Licensed Property: Detailed description of the intellectual property being licensed
2. Schedule B - Technical Specifications: Technical details and requirements for the licensed property
3. Schedule C - Fee Schedule: Detailed breakdown of license fees, payment terms, and calculations
4. Schedule D - Quality Control Standards: Specific quality requirements and testing procedures
5. Schedule E - Service Level Requirements: Performance standards and service levels if applicable
6. Appendix 1 - Approved Use Cases: Specific approved applications and use cases for the licensed property
7. Appendix 2 - Reporting Templates: Standard forms for required periodic reporting
Relevant legal definitions
Clauses
Relevant Industries
Technology and Software
Manufacturing
Pharmaceutical
Media and Entertainment
Telecommunications
Automotive
Consumer Goods
Biotechnology
Industrial Equipment
Fashion and Retail
Relevant Teams
Legal
Intellectual Property
Business Development
Compliance
Research and Development
Commercial Operations
Technology Transfer
Corporate Affairs
Product Development
Risk Management
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Director
Business Development Manager
Commercial Director
Compliance Officer
Contract Manager
Technology Transfer Officer
IP Rights Administrator
Chief Legal Officer
Chief Technology Officer
Research and Development Director
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