The Commercial License Agreement is a crucial legal instrument used in Indonesian business transactions where one party wishes to grant another the right to use its intellectual property, technology, or proprietary assets while maintaining ownership rights. This document is essential when companies want to monetize their IP assets, expand their market presence through licensed partners, or establish technology transfer arrangements in Indonesia. The agreement must comply with Indonesian legal requirements, including the Civil Code (Kitab Undang-undang Hukum Perdata), Law No. 28 of 2014 on Copyright, and other relevant IP and commercial regulations. It's particularly important for foreign companies entering the Indonesian market or local companies acquiring rights to use international technologies or IP assets.

1. Parties: Identification of licensor and licensee with complete legal details as required under Indonesian law

2. Background: Context of the agreement and brief description of the licensed property/technology

3. Definitions: Definitions of key terms used throughout the agreement

4. Grant of License: Scope, nature, and territory of the license (exclusive/non-exclusive, transferable/non-transferable)

5. License Fees and Payment Terms: Financial terms, payment schedule, currency, and payment methods

6. Licensor's Obligations: Responsibilities of the licensor including delivery, support, and maintenance

7. Licensee's Obligations: Responsibilities and restrictions on the licensee's use of licensed material

8. Intellectual Property Rights: Ownership and protection of IP rights, including improvements and modifications

9. Confidentiality: Protection and handling of confidential information exchanged

10. Term and Termination: Duration of agreement and circumstances for termination

11. Consequences of Termination: Actions required upon termination and surviving obligations

12. Warranties and Representations: Warranties given by each party regarding authority, IP rights, and performance

13. Liability and Indemnification: Limitation of liability and indemnification obligations

14. Force Majeure: Provisions for unforeseen circumstances preventing performance

15. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment