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IP License Agreement

IP License Agreement Template for Indonesia

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Key Requirements PROMPT example:

IP License Agreement

"I need an IP License Agreement under Indonesian law for licensing our proprietary software technology to a local Indonesian manufacturer, including provisions for technical support and source code escrow, with the agreement to commence from March 1, 2025."

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Document background
The IP License Agreement is a crucial document used when one party (licensor) grants another party (licensee) the right to use specific intellectual property rights in Indonesia. This agreement type is essential for businesses seeking to commercialize IP assets while maintaining protection under Indonesian law. The document covers various forms of intellectual property including patents, trademarks, copyrights, and trade secrets, and must comply with Indonesian regulations such as Law No. 24 of 2019 on Creative Economy and related IP legislation. It's particularly important for foreign companies entering the Indonesian market, as it must address specific local requirements for IP licensing and technology transfer. The agreement typically includes detailed provisions on scope, territory, royalty payments, quality control, and dispute resolution mechanisms that align with Indonesian legal frameworks.
Suggested Sections

1. Parties: Identification of the licensor and licensee, including their full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, brief description of the intellectual property, and the parties' intentions

3. Definitions: Detailed definitions of key terms used throughout the agreement, including specific IP-related terminology

4. Grant of License: Scope of the license, including type (exclusive/non-exclusive), territory, and permitted uses

5. License Fee and Payment Terms: Financial terms including license fees, royalties, payment schedule, and calculation methods

6. Protection and Use of IP: Obligations regarding IP protection, quality control, and proper usage of the licensed IP

7. Representations and Warranties: Parties' assertions about IP ownership, right to license, and non-infringement

8. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination

9. Confidentiality: Obligations regarding protection of confidential information exchanged during the agreement

10. Indemnification: Parties' obligations to protect each other against third-party claims

11. Governing Law and Dispute Resolution: Applicable law (Indonesian) and methods for resolving disputes

12. General Provisions: Standard clauses including notices, assignment, amendment procedures, and severability

Optional Sections

1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses to third parties

2. Technology Transfer: Include when agreement involves transfer of technical knowledge or training

3. Source Code Escrow: Include for software IP licenses to protect licensee's access to source code

4. Quality Control Procedures: Include for trademark licenses or when specific quality standards must be maintained

5. Export Control: Include when licensed IP may be subject to export restrictions

6. Localization Rights: Include when licensee has rights to adapt IP for local market

7. Improvements and Modifications: Include when parties need to address ownership and rights to improvements

8. Marketing and Promotion: Include when agreement involves specific marketing obligations or restrictions

Suggested Schedules

1. Schedule A - Licensed Intellectual Property: Detailed description of all IP being licensed, including registration numbers

2. Schedule B - Technical Specifications: Technical details, standards, and requirements for the licensed IP

3. Schedule C - Commercial Terms: Detailed payment terms, royalty calculations, and reporting requirements

4. Schedule D - Territory: Specific geographical areas covered by the license

5. Schedule E - Quality Control Standards: Detailed quality requirements and testing procedures

6. Schedule F - Support Services: Details of any technical support or maintenance services

7. Appendix 1 - Approved Form of Reports: Templates for required reporting under the agreement

8. Appendix 2 - Brand Guidelines: Guidelines for proper use of licensed trademarks or branding

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
Affiliate
Agreement
Background IP
Commencement Date
Confidential Information
Deliverables
Effective Date
Foreground IP
Force Majeure Event
Gross Revenue
Improvements
Initial Term
Intellectual Property Rights
Know-How
Licensed IP
Licensed Products
Licensed Technology
Licensed Territory
Licensee
Licensor
Net Sales
Patent Rights
Permitted Purpose
Quality Standards
Renewal Term
Royalty
Source Code
Specification
Sub-licensee
Technical Documentation
Technology Transfer
Term
Third Party
Trade Secrets
Trademark Guidelines
Working Day
Clauses
Grant of License
License Scope
Territory Restrictions
Payment and Royalties
Intellectual Property Rights
Quality Control
Confidentiality
Representations and Warranties
Term and Termination
Technology Transfer
Improvements
Sub-licensing
Compliance with Laws
Audit Rights
Record Keeping
Technical Support
Non-Competition
Force Majeure
Assignment
Dispute Resolution
Governing Law
Indemnification
Insurance
Notices
Amendment
Severability
Entire Agreement
Further Assurance
Third Party Rights
Brand Protection
Export Control
Data Protection
Anti-Corruption
Relevant Industries

Technology

Manufacturing

Pharmaceutical

Entertainment

Software Development

Consumer Goods

Telecommunications

Fashion and Retail

Automotive

Media and Broadcasting

Research and Development

Biotechnology

Relevant Teams

Legal

Intellectual Property

Research and Development

Business Development

Commercial

Compliance

Technology

Innovation

Corporate Affairs

Marketing

Product Development

Strategy

Relevant Roles

Legal Counsel

IP Manager

Licensing Director

Business Development Manager

Technology Transfer Officer

Commercial Director

Research Director

Chief Technology Officer

Innovation Manager

Compliance Officer

Contract Manager

Patent Attorney

Brand Manager

General Counsel

Chief Legal Officer

Industries
Law No. 24 of 2019 on Creative Economy: Provides the framework for creative industries and intellectual property commercialization in Indonesia
Law No. 28 of 2014 on Copyright: Governs copyright protection, including provisions for licensing and transfer of copyrighted works
Law No. 13 of 2016 on Patents: Regulates patent rights, including licensing provisions and technology transfer requirements
Law No. 20 of 2016 on Trademarks and Geographical Indications: Controls trademark licensing and protection, including requirements for recording license agreements
Law No. 30 of 2000 on Trade Secrets: Provides protection for confidential information and regulates trade secret licensing
Indonesian Civil Code (KUHPerdata): Contains general provisions on contracts and agreements that apply to all commercial arrangements including IP licenses
Government Regulation No. 36 of 2018: Regulates the recording of intellectual property license agreements and royalty provisions
Law No. 25 of 2007 on Investment: Relevant for foreign investment aspects of IP licensing and technology transfer agreements
Bank Indonesia Regulation No. 16/21/PBI/2014: Regulates foreign exchange transactions related to royalty payments and technology transfer fees
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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