License And Service Agreement for Indonesia

License And Service Agreement Template for Indonesia

A comprehensive legal document governed by Indonesian law that combines software licensing terms with service delivery obligations. This agreement establishes the terms under which one party grants software licenses and provides related services to another party, while ensuring compliance with Indonesian regulations including the Electronic Information and Transactions Law, Copyright Law, and Consumer Protection Law. The document covers essential aspects such as license scope, service levels, data protection, intellectual property rights, and dispute resolution mechanisms within the Indonesian legal framework.

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What is a License And Service Agreement?

The License And Service Agreement is a crucial document for businesses operating in Indonesia that combine software licensing with service provision. This agreement is particularly relevant in today's digital economy where software solutions are increasingly delivered alongside supporting services. It is designed to comply with Indonesian legal requirements, including the Civil Code (KUHPerdata), Law No. 11 of 2008 on Electronic Information and Transactions, and various regulations governing data protection and consumer rights. The document is typically used when a provider wishes to grant software usage rights while also committing to provide associated services such as maintenance, support, or implementation. It addresses key areas including intellectual property rights, service level commitments, data protection obligations, and operational requirements, all within the context of Indonesian law and business practices.

What sections should be included in a License And Service Agreement?

1. Parties: Identification of the parties entering into the agreement, including their legal status and registration details as required under Indonesian law

2. Background: Context of the agreement, including brief description of the parties' business and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

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

5. Services: Description of services to be provided, including scope, delivery methods, and standards

6. Fees and Payment: Payment terms, fee structure, invoicing, and payment methods in compliance with Indonesian banking regulations

7. Intellectual Property Rights: Ownership and protection of IP rights, including any modifications or derivatives

8. Data Protection and Privacy: Obligations regarding data handling and privacy in accordance with Indonesian data protection laws

9. Confidentiality: Protection and handling of confidential information exchanged between parties

10. Service Levels: Performance standards, metrics, and remedies for failure to meet agreed service levels

11. Warranties and Representations: Warranties regarding the license and services, including compliance with Indonesian law

12. Liability and Indemnification: Limitations of liability and indemnification obligations

13. Term and Termination: Duration of agreement, renewal terms, and termination rights and procedures

14. Force Majeure: Events beyond parties' control and their impact on obligations

15. Governing Law and Dispute Resolution: Application of Indonesian law and dispute resolution procedures

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

What sections are optional to include in a License And Service Agreement?

1. Change Control: Procedures for managing changes to services or licensed materials, recommended for complex or long-term agreements

2. Source Code Escrow: Terms for source code escrow arrangements, relevant when software source code access may be required

3. Professional Services: Additional professional services such as implementation or training, if offered

4. Security Requirements: Specific security standards and protocols, important for agreements involving sensitive data or systems

5. Disaster Recovery: Business continuity and disaster recovery procedures, relevant for critical services

6. Insurance: Insurance requirements and coverage obligations, important for high-value or high-risk services

7. Anti-Corruption Compliance: Compliance with anti-corruption laws, important for government or high-value contracts

8. Export Control: Export control compliance, relevant for international licensing arrangements

What schedules should be included in a License And Service Agreement?

1. Schedule 1 - Licensed Materials: Detailed description of licensed software, materials, or content

2. Schedule 2 - Service Description: Detailed specification of services, including technical requirements and procedures

3. Schedule 3 - Service Levels: Detailed service level agreements, metrics, and measurement methods

4. Schedule 4 - Fee Schedule: Detailed pricing, payment terms, and fee calculations

5. Schedule 5 - Technical Requirements: Technical specifications and requirements for the license and services

6. Schedule 6 - Support and Maintenance: Details of support and maintenance services, including response times and procedures

7. Schedule 7 - Data Processing Agreement: Detailed terms for personal data processing in compliance with Indonesian regulations

8. Schedule 8 - Change Request Template: Standard form for requesting and documenting changes to services or licensed materials

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

Jurisdiction

Indonesia

Publisher

Genie AI

Document Type

License Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Software Development

Healthcare

Education

Financial Services

E-commerce

Telecommunications

Manufacturing

Professional Services

Government Services

Media and Entertainment

Retail

Transportation and Logistics

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Information Security

Operations

Commercial

Business Development

Risk Management

Service Delivery

Technical Support

Contract Administration

Relevant Roles

Chief Technology Officer

Legal Counsel

IT Director

Procurement Manager

Software Licensing Manager

Contract Manager

Information Security Officer

Compliance Officer

Business Development Manager

Operations Director

Technical Account Manager

Service Delivery Manager

Chief Information Officer

Commercial Director

Risk Manager

Industries
Indonesian Civil Code (KUHPerdata): Fundamental law governing contracts, including formation, validity, and enforcement of agreements. Articles 1313-1351 specifically deal with contract formation and validity.
Law No. 11 of 2008 on Electronic Information and Transactions (ITE Law): Regulates electronic transactions and digital signatures, crucial for online service agreements and digital delivery of licensed materials.
Law No. 28 of 2014 on Copyright: Governs intellectual property rights, particularly relevant for software licensing and content distribution aspects of the agreement.
Law No. 8 of 1999 on Consumer Protection: Provides framework for consumer rights and business obligations, including service quality standards and consumer remedies.
Government Regulation No. 71 of 2019 on Electronic Systems and Transactions: Details requirements for electronic system operations and digital service provision, including data center and security requirements.
Law No. 24 of 2019 on Creative Economy: Regulates creative industry activities including software development and digital services.
Minister of Communication and Informatics Regulation No. 20 of 2016 on Personal Data Protection: Specifies requirements for personal data protection in electronic systems, relevant for user data handling in service agreements.
Law No. 5 of 1999 on Prohibition of Monopolistic Practices and Unfair Business Competition: Ensures fair competition and prevents anti-competitive practices in licensing and service arrangements.
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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