Brand Transfer Agreement Template for Indonesia

The Brand Transfer Agreement serves as a crucial legal instrument for companies looking to transfer brand ownership in Indonesia, whether as part of a larger corporate transaction or as a standalone brand acquisition. This document is essential when a business wants to sell or acquire a brand and its associated intellectual property rights, ensuring proper transfer of all brand elements while complying with Indonesian regulations, particularly Law No. 20 of 2016 on Marks and Geographical Indications. The agreement typically covers comprehensive details about the brand assets, transfer mechanics, warranties, and post-transfer obligations, making it suitable for various commercial scenarios from corporate restructuring to strategic brand acquisitions. It requires careful consideration of local registration requirements, existing brand licenses, and potential competition law implications.

1. Parties: Identification of the transferor and transferee, including full legal names, registration numbers, and addresses

2. Background: Context of the brand transfer, history of the brand ownership, and purpose of the agreement

3. Definitions: Detailed definitions of key terms including 'Brand', 'Intellectual Property Rights', 'Effective Date', 'Transfer Period', and other relevant terms

4. Brand Assets: Comprehensive description of all assets being transferred, including trademarks, logos, trade dress, domain names, and associated IP rights

5. Transfer Provisions: Core terms of the transfer including timing, mechanics, and completion requirements

6. Consideration: Details of the transfer price, payment terms, and any adjustments

7. Completion Obligations: Actions required by each party to complete the transfer, including documentation and registrations

8. Warranties and Representations: Warranties regarding ownership, rights to transfer, no encumbrances, and other standard warranties

9. Indemnification: Mutual indemnification provisions for breach of warranties and other specified events

10. Confidentiality: Obligations regarding confidential information shared during the transfer process

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

12. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments