License Transfer Agreement Template for Indonesia

The License Transfer Agreement is a crucial document used when one party wishes to transfer their license rights to another entity in Indonesia. This agreement type is essential for businesses engaging in intellectual property transactions, technology transfers, or business restructuring within Indonesian jurisdiction. It must comply with various Indonesian regulations, including the Civil Code, relevant IP laws, and specific industry regulations. The document typically includes detailed provisions about the license being transferred, payment terms, warranties, and registration requirements with Indonesian authorities. It's particularly important in scenarios involving corporate restructuring, business acquisitions, or strategic partnerships where license rights need to be formally transferred while ensuring compliance with local laws and maintaining the validity of the original license terms.

1. Parties: Identification of the transferor and transferee, including full legal names, registration numbers, and addresses

2. Background: Context of the license transfer, including details of the original license and reason for transfer

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

4. Subject Matter of Transfer: Detailed description of the license being transferred, including scope, territory, and duration

5. Transfer Price and Payment Terms: Financial terms of the transfer, including payment amount, method, and schedule

6. Effective Date and Completion: Specifies when the transfer takes effect and any conditions precedent

7. Representations and Warranties: Statements regarding the validity of the license, authority to transfer, and absence of encumbrances

8. Registration and Formalities: Requirements for registering the transfer with relevant Indonesian authorities

9. Transferor's Continuing Obligations: Any ongoing obligations of the transferor post-transfer

10. Transferee's Obligations: Responsibilities assumed by the transferee regarding the license

11. Indemnification: Provisions for compensation in case of breach or third-party claims

12. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes

13. Notices: Process and contact details for formal communications between parties

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments