Limited License Agreement for Indonesia

Limited License Agreement Template for Indonesia

A comprehensive legal document governed by Indonesian law that establishes a limited and controlled transfer of intellectual property rights from a licensor to a licensee. The agreement defines specific terms, conditions, and restrictions for using the licensed property while ensuring compliance with Indonesian intellectual property regulations, including Law No. 28 of 2014 on Copyright and related statutes. It includes detailed provisions for usage rights, territorial restrictions, payment terms, quality control measures, and termination conditions, all structured to protect the licensor's interests while enabling the licensee to utilize the licensed property within clearly defined parameters.

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What is a Limited License Agreement?

The Limited License Agreement serves as a critical legal instrument in Indonesian business transactions where one party (licensor) wishes to grant another party (licensee) specific, limited rights to use their intellectual property while maintaining ownership and control. This document is essential when companies or individuals need to authorize the use of their proprietary technology, content, software, or other intellectual property assets while establishing clear boundaries and protecting their rights under Indonesian law. The agreement must comply with various Indonesian regulations, including Law No. 28 of 2014 on Copyright, Law No. 11 of 2008 on Electronic Information and Transactions, and relevant provisions of the Indonesian Civil Code. It typically includes detailed specifications about usage rights, territorial restrictions, quality control requirements, and compensation structures.

What sections should be included in a Limited License Agreement?

1. Parties: Identifies and provides full details of the licensor and licensee, including registration numbers and addresses

2. Background: Establishes context of the agreement, describes the intellectual property being licensed, and outlines the parties' intentions

3. Definitions: Defines key terms used throughout the agreement to ensure clear interpretation

4. Grant of License: Specifies the exact nature, scope, and limitations of the license being granted

5. License Fees and Payment Terms: Details the financial terms, payment schedule, and method of payment

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

7. Intellectual Property Rights: Confirms ownership of IP and protections of licensor's rights

8. Restrictions and Limitations: Clearly states what the licensee cannot do with the licensed property

9. Representations and Warranties: States the promises and guarantees made by each party

10. Confidentiality: Establishes obligations regarding confidential information

11. Governing Law and Jurisdiction: Specifies Indonesian law as governing law and establishes jurisdiction for disputes

12. Entire Agreement: Confirms that this document represents the complete agreement between parties

What sections are optional to include in a Limited License Agreement?

1. Territory Restrictions: Used when the license is limited to specific geographic regions within or outside Indonesia

2. Sub-licensing Rights: Include when licensee is permitted to sub-license the intellectual property to third parties

3. Quality Control: Required when licensed property must maintain certain quality standards

4. Source Code Escrow: For software licenses where source code access might be needed under specific conditions

5. Performance Requirements: Used when license includes minimum performance or usage requirements

6. Export Control: Include when licensed property may be subject to export regulations

7. Insurance Requirements: When specific insurance coverage is required for the licensed activities

8. Translation Rights: For content licenses where translation into local languages may be needed

What schedules should be included in a Limited License Agreement?

1. Schedule A - Licensed Property: Detailed description of the intellectual property being licensed, including registration numbers if applicable

2. Schedule B - License Fees: Detailed breakdown of all fees, royalties, and payment terms

3. Schedule C - Technical Specifications: Technical details and specifications of the licensed property

4. Schedule D - Approved Use Cases: Specific approved uses and applications of the licensed property

5. Schedule E - Service Level Agreement: If applicable, details of support and maintenance services

6. Appendix 1 - Compliance Requirements: List of specific Indonesian regulatory requirements that must be met

7. Appendix 2 - Required Notices: Format and content of any required notices or attributions

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

Sector

IP

Cost

Free to use
Relevant legal definitions
Relevant Industries

Technology

Software Development

Media and Entertainment

Manufacturing

Telecommunications

Healthcare

Education

Financial Services

Gaming and Interactive Entertainment

Research and Development

Biotechnology

Retail

Professional Services

Relevant Teams

Legal

Intellectual Property

Business Development

Research and Development

Product Development

Compliance

Commercial Operations

Technology

Innovation

Contracts Administration

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Contract Administrator

Business Development Manager

Chief Technology Officer

Chief Legal Officer

IP Rights Manager

Commercial Director

Technology Transfer Officer

Product Manager

Research Director

Software Development Manager

Content Licensing Manager

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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