Reseller Software License Template for Indonesia
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What is a Reseller Software License?
The Reseller Software License Agreement is essential for software companies expanding their market reach in Indonesia through indirect sales channels. This document is typically used when a software owner wants to establish a formal distribution network without selling directly to end users. The agreement must comply with Indonesian legal requirements, including the Law No. 28 of 2014 on Copyright and Law No. 11 of 2008 on Electronic Information and Transactions. It details critical aspects such as license scope, territory rights, pricing structures, support obligations, and intellectual property protections. The document is particularly important in the Indonesian market where software distribution often relies heavily on local reseller networks to reach end users effectively.
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About the Reseller Software License
A Reseller Software License Agreement is a critical legal document that governs the relationship between software owners and authorized distributors in Indonesia. Under Indonesian copyright law, this agreement grants specific rights to resellers while maintaining the software owner's intellectual property protections and ensuring compliance with local regulations.
When do you need this document?
You need this agreement when expanding your software business through Indonesian distribution channels. Software companies use these contracts to establish formal partnerships with local resellers who understand the Indonesian market and can effectively reach end users. This is particularly valuable for international software companies entering Indonesia, as local resellers provide market knowledge, customer support in Bahasa Indonesia, and established relationships with potential customers. The agreement is also essential when transitioning from direct sales to a reseller model, or when adding new distribution partners to your existing network in Indonesia.
Key legal considerations
Several critical provisions must be carefully structured in your reseller agreement. Territory restrictions define where the reseller can operate and sell your software, which is crucial in Indonesia's diverse archipelago market. Pricing and payment terms establish wholesale rates, payment schedules, and currency considerations for Indonesian rupiah transactions. Support obligations clarify whether you or the reseller handles customer service, technical support, and product training. Intellectual property clauses protect your software copyrights while granting necessary usage rights to the reseller. Termination provisions outline conditions for ending the partnership and handling existing customer relationships. Additionally, liability limitations and indemnification clauses protect both parties from potential legal exposure.
Legal requirements in Indonesia
Indonesian law imposes specific requirements on software reselling agreements that you must address. Copyright Law No. 28 of 2014 mandates proper licensing structures and copyright notices in all software distributions. The Electronic Information and Transactions Law requires compliance with digital signature standards and electronic contract validity requirements. Your agreement must align with Trade Law No. 7 of 2014, which regulates commercial distribution activities and requires proper business registration for resellers. Consumer Protection Law No. 8 of 1999 ensures end-user rights are preserved throughout the distribution chain, meaning your agreement must specify how consumer warranties and support will be provided. Additionally, all resellers must hold valid business licenses (SIUP) and tax identification numbers (NPWP) as required under Indonesian commercial regulations.
GOVERNING LAW
Applicable law
This Reseller Software License is drafted to comply with Indonesia law. Key legislation includes:
Law No. 11 of 2008 on Electronic Information and Transactions (ITE Law): Governs electronic transactions and digital signatures, which is crucial for software licensing and distribution agreements conducted electronically.
Indonesian Civil Code (KUHPerdata): Provides the basic principles of contract law, including formation, validity, and enforcement of agreements under Indonesian law.
Law No. 7 of 2014 on Trade: Regulates trading activities including distribution and reselling of products (including software) in Indonesia.
Law No. 8 of 1999 on Consumer Protection: Ensures protection of end-users' rights and establishes obligations for businesses in the distribution chain.
Government Regulation No. 71 of 2019 on Electronic Systems and Transactions: Provides detailed regulations on electronic system operations and transactions, relevant for software distribution and licensing.
Ministry of Trade Regulation No. 11 of 2006: Regulates the provisions for agency and distributorship agreements in Indonesia, which may affect reseller relationships.
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