This Sole License agreement template is designed for use in the Indonesian legal context when a rights holder wishes to grant exclusive licensing rights to a single party while retaining their own right to use the intellectual property. The document is particularly relevant when parties seek to establish a strong market position in Indonesia while ensuring compliance with local regulations, including mandatory registration requirements with the Directorate General of Intellectual Property. The Sole License structure is commonly used for valuable intellectual property where controlled exploitation is crucial, but the owner wishes to maintain some usage rights. The agreement includes comprehensive provisions for quality control, payment terms, and territory restrictions, all aligned with Indonesian legal requirements and business practices. It's essential for businesses entering the Indonesian market through licensing arrangements and requires careful consideration of local law provisions, including Law No. 13 of 2016 on Patents and related intellectual property regulations.
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1. Parties: Identification and details of the Licensor and Licensee
2. Background: Context of the agreement, including details of the intellectual property being licensed
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Explicit terms of the sole license grant, including territorial scope and field of use
5. License Period: Duration of the license, including commencement date and termination conditions
6. License Fees and Payment Terms: Financial terms, including initial fees, royalties, and payment schedules
7. Obligations of the Licensor: Licensor's duties including maintaining IP rights and providing technical support
8. Obligations of the Licensee: Licensee's duties including quality control, reporting, and proper use of the IP
9. Quality Control: Standards and procedures for maintaining quality in the licensed products/services
10. Records and Audit Rights: Requirements for record-keeping and the licensor's audit rights
11. Intellectual Property Protection: Provisions for protecting and maintaining the licensed IP rights
12. Confidentiality: Protection of confidential information exchanged under the agreement
13. Termination: Grounds and procedures for termination and post-termination obligations
14. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
1. Sub-licensing Rights: Include when the licensee is permitted to grant sub-licenses
2. Technology Transfer: Include when technical knowledge transfer is part of the agreement
3. Export Controls: Include for licenses involving international trade or export restrictions
4. Improvements: Include when dealing with future improvements to the licensed IP
5. Manufacturing Requirements: Include for licenses involving product manufacturing
6. Marketing and Promotion: Include when specific marketing obligations are required
7. Insurance Requirements: Include when specific insurance coverage is required
8. Force Majeure: Include when specific force majeure provisions are needed beyond standard terms
1. Schedule 1 - Licensed Intellectual Property: Detailed description of the IP being licensed, including registration numbers
2. Schedule 2 - Territory and Field of Use: Detailed definition of geographic territory and permitted applications
3. Schedule 3 - License Fees and Royalty Calculations: Detailed breakdown of all financial terms and calculation methods
4. Schedule 4 - Quality Control Standards: Specific quality requirements and testing procedures
5. Schedule 5 - Technical Specifications: Technical details of the licensed technology or products
6. Schedule 6 - Reporting Templates: Standard forms for required periodic reports
7. Appendix A - Brand Guidelines: Guidelines for use of licensed trademarks or branding
8. Appendix B - Support Services: Details of technical support or training to be provided
Relevant legal definitions
Clauses
Relevant Industries
Technology and Software
Manufacturing
Pharmaceuticals
Biotechnology
Consumer Goods
Industrial Products
Entertainment and Media
Fashion and Luxury Goods
Telecommunications
Automotive
Energy
Food and Beverage
Agriculture
Chemical Industry
Relevant Teams
Legal
Intellectual Property
Business Development
Research and Development
Finance
Compliance
Commercial Operations
Technology Transfer
Innovation
Corporate Strategy
International Business
Relevant Roles
Chief Legal Officer
Intellectual Property Manager
Licensing Director
Contract Manager
Business Development Director
Chief Technology Officer
Research and Development Director
Commercial Director
Legal Counsel
Intellectual Property Counsel
Compliance Officer
Chief Financial Officer
Technology Transfer Manager
Innovation Manager
Partnership Manager
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