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This Product License Agreement template is designed for use in commercial transactions within Indonesian jurisdiction where one party (licensor) wishes to grant another party (licensee) specific rights to use, distribute, or manufacture a product. The document is particularly relevant in scenarios involving software licensing, manufactured goods, technology transfers, or consumer products. It incorporates key requirements from Indonesian legislation, including the Civil Code (KUHPerdata), Law No. 24 of 2019 on Creative Economy, and relevant intellectual property laws. The Product License agreement includes essential provisions for protecting intellectual property rights, defining usage scope, establishing payment terms, and ensuring compliance with Indonesian consumer protection and trade regulations. It's structured to accommodate various licensing models, from simple single-product licenses to complex multi-territory arrangements, while maintaining alignment with Indonesian legal frameworks and business practices.

1. Parties: Identifies and defines the Licensor and Licensee with their complete legal details

2. Background: Explains the context of the agreement, including brief description of the product and the parties' intention to enter into a licensing arrangement

3. Definitions: Defines key terms used throughout the agreement including 'Product', 'License Fee', 'Territory', 'Intellectual Property Rights'

4. Grant of License: Specifies the scope, nature (exclusive/non-exclusive), and territory of the license granted

5. License Fees and Payment Terms: Details the licensing fees, payment schedule, and payment methods

6. Intellectual Property Rights: Confirms ownership of IP rights and restrictions on their use

7. Obligations of the Licensor: Lists the licensor's responsibilities including product delivery, updates, and support

8. Obligations of the Licensee: Specifies licensee's duties including usage restrictions, reporting requirements

9. Term and Termination: States the duration of the agreement and circumstances for termination

10. Confidentiality: Defines confidential information and obligations to maintain confidentiality

11. Warranties and Indemnities: Outlines warranties provided and indemnification obligations

12. Governing Law and Dispute Resolution: Specifies Indonesian law as governing law and dispute resolution mechanisms

13. General Provisions: Includes standard boilerplate clauses like notices, assignment, and entire agreement