Non Exclusive Agreement Template for Indonesia

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Key Requirements PROMPT example:

Non Exclusive Agreement

"I need a Non-Exclusive Agreement under Indonesian law for licensing our software to multiple distributors in Southeast Asia, with specific provisions for quarterly revenue reporting and quality control measures, to be effective from March 1, 2025."

Document background

The Non-Exclusive Agreement template is designed for use in Indonesian business transactions where one party wishes to grant rights, licenses, or permissions to another party while retaining the freedom to grant similar rights to others. This document is particularly relevant in scenarios involving intellectual property licensing, distribution arrangements, service provisions, or technology transfers. It incorporates essential elements required under Indonesian law, including compliance with the Civil Code (KUHPerdata), investment regulations, and sector-specific requirements. The agreement is structured to protect both parties' interests while maintaining flexibility in commercial relationships, making it suitable for both domestic and international business arrangements where Indonesian law governs the relationship.

Suggested Sections

1. Parties: Identification of all parties to the agreement, including their legal status, registration numbers, and addresses

2. Background: Context of the agreement, relationship between parties, and purpose of the non-exclusive arrangement

3. Definitions: Key terms used throughout the agreement, including specific definitions related to the non-exclusive rights being granted

4. Grant of Rights: Explicit description of the non-exclusive rights being granted, including scope and any limitations

5. Territory: Geographic area where the non-exclusive rights may be exercised

6. Term and Termination: Duration of the agreement and circumstances under which it may be terminated

7. Fees and Payment Terms: Financial considerations, payment schedules, and related obligations

8. Obligations of the Parties: Specific duties and responsibilities of each party under the agreement

9. Representations and Warranties: Statements of fact and promises made by each party

10. Intellectual Property Rights: Protection and ownership of IP, including any licensed materials

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

12. Governing Law and Jurisdiction: Confirmation 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

Optional Sections

1. Quality Control: Standards and requirements for maintaining quality in product or service delivery - include when agreement involves branded products or services

2. Marketing and Promotion: Rights and obligations regarding marketing activities - include when parties need to coordinate promotional efforts

3. Training and Support: Details of any training or support services to be provided - include when technical or operational support is part of the arrangement

4. Audit Rights: Rights to audit compliance with agreement terms - include when significant financial or operational oversight is required

5. Insurance: Insurance requirements and obligations - include when activities carry significant risks

6. Data Protection: Provisions for handling personal or sensitive data - include when data processing is involved

7. Force Majeure: Provisions for handling unforeseen circumstances - include when long-term or high-value relationship

8. Non-Solicitation: Restrictions on hiring other party's employees - include when protecting against talent poaching is important

Suggested Schedules

1. Schedule 1 - Commercial Terms: Detailed breakdown of fees, payment terms, and commercial conditions

2. Schedule 2 - Licensed Rights: Detailed description of the non-exclusive rights being granted

3. Schedule 3 - Technical Specifications: Technical requirements or specifications related to the agreement

4. Schedule 4 - Service Levels: Performance metrics and service level requirements if applicable

5. Schedule 5 - Approved Sub-licensees: List of approved sub-licensees if sub-licensing is permitted

6. Appendix A - Contact Details: Key contact information for both parties

7. Appendix B - Reporting Templates: Standard forms for required reporting under the agreement

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology

Manufacturing

Retail

Distribution

Software

Media and Entertainment

Telecommunications

Professional Services

Consumer Goods

Healthcare

Automotive

Education

Financial Services

Agriculture

Relevant Teams

Legal

Commercial

Business Development

Operations

Sales

Compliance

Strategy

Intellectual Property

Partnerships

International Business

Product Development

Risk Management

Relevant Roles

Legal Counsel

Commercial Director

Business Development Manager

Licensing Manager

Contract Manager

Intellectual Property Manager

Chief Legal Officer

Chief Commercial Officer

Operations Director

Partnership Manager

Compliance Officer

Regional Manager

Sales Director

Product Manager

Strategy Director

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