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License Terms

License Terms Template for Indonesia

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Key Requirements PROMPT example:

License Terms

"I need License Terms for a software application that will be distributed to Indonesian educational institutions, with the license starting from March 2025, including provisions for source code escrow and provisions for both cloud-based and on-premise deployment."

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Document background
License Terms agreements are essential legal instruments used to formalize the authorized use of intellectual property rights in Indonesia. These documents are crucial when one party (licensor) wishes to grant another party (licensee) the right to use specific intellectual property while retaining ownership. The License Terms must comply with Indonesian legal requirements, including the Civil Code, relevant IP laws, and mandatory language requirements. This document type is particularly important in commercial transactions involving software, technology, trademarks, patents, or copyrighted materials. The agreement should be structured to address specific Indonesian regulatory requirements while protecting both parties' interests and clearly defining the scope, duration, and conditions of the license.
Suggested Sections

1. Parties: Identification of the licensor and licensee, including registration details for companies or ID details for individuals

2. Background: Context of the license agreement and brief description of the intellectual property being licensed

3. Definitions: Definitions of key terms used throughout the agreement, including specific technical terms and Indonesian legal terms

4. Grant of License: Detailed description of the rights being granted, including scope, territory, and exclusivity

5. License Fees and Payment Terms: Financial terms including license fees, payment schedule, and payment method

6. Term and Termination: Duration of the license and circumstances under which it can be terminated

7. Intellectual Property Rights: Confirmation of ownership and protection of the licensed IP

8. Use Restrictions: Specific limitations and prohibited uses of the licensed material

9. Representations and Warranties: Standard warranties regarding ownership, right to license, and non-infringement

10. Indemnification: Mutual or one-way indemnification obligations

11. Confidentiality: Protection of confidential information exchanged during the license period

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

13. General Provisions: Standard boilerplate clauses including notices, assignment, and severability

Optional Sections

1. Quality Control: Required for trademark licenses to maintain quality standards of branded products/services

2. Source Code Escrow: For software licenses where source code access might be needed in specific circumstances

3. Support and Maintenance: For technical licenses requiring ongoing support services

4. Export Control: For licenses involving technology subject to export restrictions

5. Data Protection: Required when licensed products/services involve personal data processing

6. Sublicensing Rights: When licensee is permitted to sublicense to third parties

7. Performance Requirements: For licenses requiring minimum performance or sales targets

8. Insurance: When specific insurance coverage is required for high-risk licenses

Suggested Schedules

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

2. Schedule 2 - License Fees: Detailed breakdown of all applicable fees and payment terms

3. Schedule 3 - Technical Specifications: Technical details and requirements for the licensed property

4. Schedule 4 - Service Levels: Performance standards and metrics if applicable

5. Schedule 5 - Approved Use Cases: Specific approved applications and use cases for the licensed property

6. Appendix A - Form of Reports: Templates for required reporting under the license

7. Appendix B - Quality Control Standards: Detailed quality control requirements if applicable

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
Agreement
Affiliate
Applicable Law
Background IP
Business Day
Confidential Information
Commencement Date
Competitor
Derivatives
Documentation
Effective Date
End User
Force Majeure
Foreground IP
Gross Revenue
Improvements
Intellectual Property Rights
License Fee
Licensed Material
Licensed Products
Licensed Territory
Licensee
Licensor
Marks
Net Sales
Parties
Patent Rights
Permitted Purpose
Proprietary Information
Quality Standards
Quarterly Report
Renewal Term
Royalties
Source Code
Specifications
Subsidiary
Support Services
Term
Third Party
Trade Secrets
Updates
Use
User Data
Working Hours
Working Day
Indonesian Business Day
Governing Language
Dispute Resolution Body
Regulatory Authority
Licensed Technology
Commercial Purpose
Internal Use
Authorized Users
Clauses
Grant of License
License Scope
Territory Restrictions
Term and Duration
License Fees
Royalty Payments
Payment Terms
Intellectual Property Rights
Ownership
Use Restrictions
Quality Control
Performance Standards
Maintenance and Support
Confidentiality
Data Protection
Warranties
Representations
Indemnification
Limitation of Liability
Insurance
Force Majeure
Assignment
Sublicensing
Audit Rights
Reporting Requirements
Technical Support
Documentation
Training
Compliance with Laws
Export Control
Termination
Consequences of Termination
Dispute Resolution
Governing Law
Language Requirements
Notices
Amendment
Entire Agreement
Severability
Waiver
Third Party Rights
Further Assurance
Counterparts
Regulatory Compliance
Anti-Corruption
Competition Law
Relevant Industries

Technology and Software

Manufacturing

Media and Entertainment

Pharmaceuticals

Biotechnology

Consumer Goods

Telecommunications

Industrial Equipment

Research and Development

Education

Healthcare

Retail

Relevant Teams

Legal

Intellectual Property

Commercial

Technology

Business Development

Compliance

Contracts Administration

Risk Management

Executive Leadership

Research and Development

Information Technology

Product Development

Relevant Roles

Legal Counsel

Intellectual Property Manager

Commercial Director

Chief Technology Officer

Business Development Manager

Compliance Officer

Contract Administrator

Licensing Manager

Chief Legal Officer

IP Rights Administrator

General Counsel

Technology Transfer Officer

Risk Management Officer

Chief Executive Officer

Industries
Indonesian Civil Code (Kitab Undang-undang Hukum Perdata): Provides the basic framework for contract law, including formation, validity, and enforcement of contracts
Law No. 28 of 2014 on Copyright: Governs copyright protection and licensing of copyrighted works in Indonesia
Law No. 11 of 2008 on Electronic Information and Transactions (ITE Law): Regulates electronic transactions and digital signatures, relevant for online licensing agreements
Law No. 8 of 1999 on Consumer Protection: Provides protection for consumers and regulates unfair terms in consumer contracts, including license agreements
Law No. 24 of 2009 on National Flag, Language, Emblem and Anthem: Requires agreements involving Indonesian parties to be drafted in the Indonesian language
Government Regulation No. 82 of 2012 on Electronic System and Transaction Operation: Provides detailed regulations for electronic transactions and systems, including requirements for valid electronic contracts
Law No. 13 of 2016 on Patents: Governs patent licensing if the license involves patented technology
Law No. 20 of 2016 on Trademarks and Geographical Indications: Relevant for trademark licensing aspects if the license involves trademark usage
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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