Joint Development Agreement Template for Indonesia

The Joint Development Agreement serves as a crucial legal framework for collaborative innovation and development projects in Indonesia. It is particularly utilized when two or more parties wish to combine their resources, expertise, and intellectual property to develop new products, technologies, or services. The document must comply with Indonesian civil law, investment regulations, and intellectual property laws, including Law No. 25 of 2007 on Investment and relevant IP legislation. This agreement typically covers essential elements such as project scope, IP ownership, resource contributions, governance structure, and risk allocation. It's commonly used in technology transfers, R&D collaborations, and industrial innovation projects, providing a secure legal foundation for joint development initiatives while protecting each party's interests under Indonesian jurisdiction.

1. Parties: Identification of the contracting parties, including their legal status and registration details

2. Background: Context of the agreement, including the parties' expertise and reasons for collaboration

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

4. Scope of Development: Detailed description of the joint development project, objectives, and deliverables

5. Project Governance: Management structure, decision-making processes, and project oversight mechanisms

6. Intellectual Property Rights: Ownership and licensing of background IP and newly developed IP

7. Contributions: Each party's contributions including personnel, resources, and facilities

8. Timeline and Milestones: Project schedule, key milestones, and delivery dates

9. Financial Terms: Cost sharing, payment terms, and financial responsibilities

10. Confidentiality: Protection of confidential information and trade secrets

11. Representations and Warranties: Parties' assurances regarding their capacity and authority

12. Term and Termination: Duration of agreement and circumstances for early termination

13. Liability and Indemnification: Risk allocation and liability limitations between parties

14. Force Majeure: Provisions for unforeseen circumstances affecting performance

15. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law

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