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Proprietary Rights Agreement
"I need a Proprietary Rights Agreement for my software development company in Jakarta to ensure all code and technical innovations created by our new developers starting March 2025 belong to the company, with specific provisions for protecting our existing codebase and future developments."
1. Parties: Identification of the contracting parties, including full legal names, addresses, and registration numbers for companies
2. Background: Context of the agreement, relationship between parties, and purpose of the proprietary rights transfer or protection
3. Definitions: Detailed definitions of key terms including Intellectual Property, Confidential Information, Proprietary Rights, and other relevant terms
4. Scope of Proprietary Rights: Comprehensive description of all intellectual property and proprietary rights covered by the agreement
5. Ownership and Assignment: Clear statement of ownership rights and terms of assignment or transfer of proprietary rights
6. Protection of Rights: Obligations regarding protection and maintenance of proprietary rights, including registration and renewal requirements
7. Confidentiality Obligations: Detailed provisions regarding confidentiality, including handling and protection of confidential information
8. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation of employees or customers
9. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
10. Representations and Warranties: Statements and guarantees made by each party regarding their rights and authority
11. Indemnification: Provisions for compensation in case of breach or third-party claims
12. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms
13. General Provisions: Standard clauses including notices, amendments, severability, and entire agreement
1. Third Party Rights: Include when there are existing licenses or rights granted to third parties that need to be addressed
2. International Protection: Add when proprietary rights need protection in multiple jurisdictions
3. Revenue Sharing: Include when there are arrangements for sharing revenue from proprietary rights exploitation
4. Development Rights: Add when future development or improvement of proprietary rights needs to be addressed
5. Technology Transfer: Include when specific technical knowledge or know-how needs to be transferred
6. Training and Support: Add when ongoing training or technical support is part of the agreement
7. Quality Control: Include when usage of proprietary rights must meet specific quality standards
8. Moral Rights: Add for agreements involving copyrighted works where moral rights need specific attention
1. Schedule 1: List of Proprietary Rights: Detailed inventory of all intellectual property and proprietary rights covered by the agreement
2. Schedule 2: Assignment Procedures: Specific procedures and requirements for executing the assignment of rights
3. Schedule 3: Existing Third-Party Rights: List of any pre-existing licenses or rights granted to third parties
4. Schedule 4: Security Procedures: Detailed procedures for maintaining security of confidential information
5. Schedule 5: Authorized Users: List of individuals or entities authorized to access or use the proprietary rights
6. Appendix A: Registration Certificates: Copies of relevant intellectual property registration certificates
7. Appendix B: Technical Documentation: Technical specifications and documentation related to the proprietary rights
Authors
Applicable Law
Assigned Rights
Background IP
Confidential Information
Created Works
Derivative Works
Effective Date
Foreground IP
Intellectual Property Rights
Improvements
Know-How
Licensed Materials
Moral Rights
Patents
Pre-existing Works
Proprietary Information
Proprietary Rights
Purpose
Representatives
Rights Owner
Subsidiary
Technical Information
Term
Territory
Trade Secrets
Trademarks
Work Product
Working Day
Third Party Rights
Unauthorized Use
Industrial Design Rights
Copyright Works
Registered Rights
Unregistered Rights
Licensed Technology
Intellectual Property Claims
Confidentiality Obligations
Assignment Period
Permitted Use
Assignment of Rights
Ownership
Intellectual Property Rights
Confidentiality
Non-Disclosure
Non-Competition
Non-Solicitation
Warranties and Representations
Protection Measures
Technology Transfer
License Grant
Usage Rights
Registration Rights
Development Rights
Improvement Rights
Moral Rights
Third Party Rights
Quality Control
Revenue Sharing
Term and Termination
Indemnification
Dispute Resolution
Governing Law
Force Majeure
Assignment and Transfer
Notices
Waiver
Severability
Entire Agreement
Amendment
Survival
Costs and Expenses
Compliance with Laws
Remedies
Data Protection
Audit Rights
Export Control
Technology
Software Development
Manufacturing
Research and Development
Biotechnology
Creative Industries
Pharmaceuticals
Engineering
Telecommunications
Consumer Electronics
Industrial Design
Media and Entertainment
Education and Training
Professional Services
Healthcare Technology
Legal
Research and Development
Product Development
Human Resources
Intellectual Property
Innovation
Software Development
Engineering
Compliance
Technology Transfer
Project Management
Executive Leadership
Chief Executive Officer
Chief Technology Officer
Chief Legal Officer
Intellectual Property Counsel
Legal Director
Research and Development Director
Innovation Manager
Product Development Manager
Software Development Manager
Human Resources Director
Compliance Officer
Contract Manager
Technology Transfer Officer
Patent Attorney
General Counsel
Project Manager
Technical Director
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