License And Royalty Agreement Template for Indonesia

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Key Requirements PROMPT example:

License And Royalty Agreement

"I need a License and Royalty Agreement for licensing our patented pharmaceutical manufacturing process to an Indonesian manufacturer, with exclusive rights for Southeast Asia and a graduated royalty structure starting from March 2025."

Document background
The License and Royalty Agreement is a crucial document used when one party (licensor) wishes to grant another party (licensee) the right to use specific intellectual property while maintaining ownership rights. This agreement type is particularly important in the Indonesian market, where specific regulatory requirements exist for IP licensing arrangements. The document must comply with Indonesian intellectual property laws, including mandatory registration with the Directorate General of Intellectual Property, and address specific local law requirements such as language provisions and recording obligations. It typically includes detailed terms about the scope of rights granted, territory restrictions, quality control measures, and comprehensive royalty calculation and payment provisions. This agreement is essential for businesses expanding their presence in Indonesia through licensing arrangements, whether for trademarks, patents, copyrights, or other forms of intellectual property.
Suggested Sections

1. Parties: Identification of the licensor and licensee with complete legal names and addresses

2. Background: Context of the agreement, ownership of the intellectual property, and purpose of the licensing arrangement

3. Definitions: Definitions of key terms used throughout the agreement, including Licensed Property, Territory, and Royalties

4. Grant of License: Scope of the license granted, including territory, exclusivity, and permitted uses

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Royalty Payments: Payment terms, calculation methods, reporting requirements, and payment schedule

7. Quality Control: Standards for use of licensed property and quality maintenance requirements

8. Protection of Intellectual Property: Obligations regarding IP protection, registration, and enforcement

9. Recordal Requirements: Obligations regarding registration of the license with Indonesian authorities

10. Representations and Warranties: Statements of fact and promises by both parties

11. Confidentiality: Protection of confidential information exchanged during the agreement

12. Termination: Grounds for termination and post-termination obligations

13. Governing Law and Dispute Resolution: Choice of law and method for resolving disputes

14. General Provisions: Standard boilerplate clauses including notices, amendment, and assignment

Optional Sections

1. Minimum Performance Requirements: Used when the licensor wants to establish minimum sales or usage targets

2. Sub-licensing Rights: Include when the licensee is permitted to grant sub-licenses

3. Technology Transfer: Required when technical knowledge or support is part of the license

4. Export Controls: Include for international licensing arrangements with export restrictions

5. Marketing and Promotion: Used when specific marketing obligations are imposed on the licensee

6. Insurance Requirements: Include when specific insurance coverage is required for licensed activities

7. Audit Rights: Used for complex royalty calculations requiring verification rights

8. Local Content Requirements: Include when Indonesian law requires local content or participation

Suggested Schedules

1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being licensed

2. Schedule 2 - Royalty Calculations: Detailed formula and examples of royalty calculations

3. Schedule 3 - Quality Standards: Specific quality control requirements and standards

4. Schedule 4 - Approved Form of Royalty Report: Template for periodic royalty reporting

5. Schedule 5 - Technical Specifications: Technical details of licensed technology or products

6. Appendix A - Trademark Usage Guidelines: Guidelines for proper use of licensed trademarks

7. Appendix B - Territory Definition: Detailed description of geographic scope of license

8. Appendix C - Registered IP Details: List of relevant IP registrations and application numbers

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Consumer Goods

Pharmaceuticals

Entertainment

Software

Retail

Telecommunications

Automotive

Fashion and Luxury Goods

Food and Beverage

Media and Broadcasting

Biotechnology

Industrial Design

Relevant Teams

Legal

Intellectual Property

Finance

Business Development

Compliance

Commercial Operations

Technology Transfer

Licensing Operations

Corporate Affairs

International Business

Research and Development

Revenue Accounting

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Business Development Manager

Commercial Director

Chief Legal Officer

IP Rights Manager

Corporate Counsel

Contracts Manager

Chief Financial Officer

Compliance Officer

Technology Transfer Manager

Royalty Accounting Manager

General Counsel

IP Compliance Officer

Industries
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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