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Assignment Of License Agreement

Assignment Of License Agreement Template for Indonesia

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Key Requirements PROMPT example:

Assignment Of License Agreement

"I need an Assignment of License Agreement for transferring software licensing rights from our Indonesian subsidiary to our parent company in Singapore, with the assignment to take effect from March 1, 2025, ensuring compliance with Indonesian technology transfer regulations."

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Document background
The Assignment Of License Agreement is a crucial document used when a current license holder needs to transfer their license rights to another party under Indonesian law. This typically occurs during corporate restructuring, mergers and acquisitions, or strategic business realignment. The document must comply with Indonesia's strict intellectual property regulations, including mandatory registration requirements with the Directorate General of Intellectual Property. It outlines the terms of transfer, including any continuing obligations, warranties, and representations, while ensuring all necessary regulatory approvals are obtained. The agreement is particularly important in Indonesia's developing IP landscape, where proper documentation and registration of IP transfers are essential for legal enforcement and protection.
Suggested Sections

1. Parties: Identification of the Assignor (current license holder) and Assignee (recipient of the license rights), including full legal names, registration numbers, and addresses

2. Background: Context of the original license agreement, reason for assignment, and brief description of the licensed intellectual property

3. Definitions: Definitions of key terms used in the agreement, including 'License Agreement', 'Licensed IP', 'Effective Date', and other relevant terms

4. Assignment: Core provision transferring all rights, title, and interest in the license from Assignor to Assignee

5. Consideration: Details of payment or other consideration for the assignment

6. Effective Date: Specification of when the assignment takes effect

7. Assignor's Representations and Warranties: Warranties regarding ownership, right to assign, validity of license, no breaches, etc.

8. Assignee's Obligations: Commitment to comply with original license terms and conditions

9. Consent and Approvals: Confirmation of obtaining necessary third-party consents, including from the original licensor

10. Registration and Recordal: Requirements for recording the assignment with relevant authorities

11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes

12. Execution: Signature blocks and execution requirements

Optional Sections

1. Original Licensor Acknowledgment: Section for original licensor's formal acknowledgment of the assignment, if required by the original license agreement

2. Tax Provisions: Specific provisions regarding tax implications and responsibilities, particularly relevant for high-value assignments

3. Continuing Guarantees: Where the Assignor provides ongoing guarantees regarding the license or licensed IP

4. Transition Provisions: Procedures for handover of licensed materials, documentation, and related rights

5. Non-Competition: Restrictions on Assignor's future activities, if relevant to protecting the assigned license value

6. Confidentiality: Specific confidentiality obligations beyond those in the original license

7. Insurance: Requirements for maintaining specific insurance coverage, if required by original license

8. Export Control: For licenses involving technology or products subject to export controls

Suggested Schedules

1. Original License Agreement: Copy of the original license agreement being assigned

2. Licensed IP Details: Detailed description of the intellectual property covered by the license

3. Consideration Details: Payment terms, installments, and any adjustments

4. Required Consents: Copies of all third-party consents obtained

5. Transfer Documents: Forms and documents required for regulatory registration of the assignment

6. Existing Encumbrances: List of any existing encumbrances or limitations on the license

7. Handover Schedule: Timeline and process for transitioning license rights and materials

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Assignee
Assignor
Assignment Date
Completion Date
Confidential Information
Consideration
Effective Date
Encumbrances
Existing License Agreement
Governmental Authority
Indonesian Law
Intellectual Property Rights
License
Licensed IP
Licensed Products
Licensed Technology
Licensor
Original License Agreement
Parties
Patent Rights
Permitted Use
Registration Requirements
Regulatory Approvals
Related Agreements
Royalties
Territory
Third Party Consents
Trade Secrets
Transfer Documents
Transition Period
Working Day
Relevant Industries

Technology

Manufacturing

Pharmaceuticals

Software Development

Telecommunications

Media and Entertainment

Consumer Goods

Industrial Products

Biotechnology

Automotive

Energy

Fashion and Retail

Relevant Teams

Legal

Intellectual Property

Compliance

Business Development

Technology Transfer

Corporate Affairs

Risk Management

Commercial Operations

Research and Development

Mergers and Acquisitions

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Chief Legal Officer

Business Development Manager

Contract Manager

Chief Technology Officer

Intellectual Property Counsel

Compliance Officer

Commercial Director

General Counsel

Technology Transfer Officer

Corporate Secretary

Risk Management Officer

Industries
Indonesian Civil Code (Kitab Undang-undang Hukum Perdata): Provides the fundamental legal framework for contracts, including formation, validity requirements, and general contractual obligations
Law No. 13 of 2016 on Patents: Governs patent rights, including provisions for licensing and assignment of patent rights, and registration requirements for patent transfers
Law No. 20 of 2016 on Trademarks and Geographical Indications: Regulates trademark licensing and assignments, including mandatory registration of trademark license assignments
Law No. 28 of 2014 on Copyright: Provides framework for copyright protection and the transfer of copyright ownership, including licensing and assignment provisions
Law No. 30 of 2000 on Trade Secrets: Governs the protection and transfer of trade secrets, including provisions for licensing and assignment
Government Regulation No. 36 of 2018: Regulates the recording of intellectual property license agreements and provides specific requirements for assignment documentation
Law No. 24 of 2000 on International Agreements: Relevant when the assignment involves international parties or cross-border intellectual property rights
Law No. 25 of 2007 on Investment: May be relevant if the license assignment involves foreign investment or technology transfer aspects
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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