Restricted Use Agreement Template for Indonesia

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Key Requirements PROMPT example:

Restricted Use Agreement

"I need a Restricted Use Agreement for licensing our proprietary machine learning software to Indonesian universities, with specific limitations on the number of concurrent users and a requirement that the software can only be used for academic research purposes, starting from March 2025."

Document background
The Restricted Use Agreement serves as a critical legal instrument in Indonesian business practices where controlled access to proprietary assets, technology, or information is essential. This document type is commonly employed when organizations need to grant limited access to their intellectual property, technological solutions, confidential information, or specialized equipment while maintaining strict control over usage parameters. The agreement must comply with Indonesian civil law, particularly the Civil Code (KUHPer), Law No. 28 of 2014 on Copyright, and various sector-specific regulations. It is particularly relevant in scenarios involving technology licensing, data access, research collaborations, and specialized equipment usage. The Restricted Use Agreement typically includes detailed provisions for monitoring usage, ensuring compliance, and implementing security measures, while also addressing Indonesian legal requirements for contract enforceability and dispute resolution.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including full legal names and addresses

2. Background: Context of the agreement, relationship between parties, and purpose of the restricted use arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Scope of Use: Clear delineation of permitted and prohibited uses of the subject matter

5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

6. User Obligations: Specific responsibilities and requirements for the user when utilizing the subject matter

7. Monitoring and Compliance: Methods and procedures for monitoring usage and ensuring compliance

8. Intellectual Property Rights: Statement of ownership and IP rights related to the subject matter

9. Confidentiality: Obligations regarding confidential information shared during the agreement

10. Warranties and Representations: Statements of assurance from both parties regarding their authority and the subject matter

11. Limitation of Liability: Limitations on parties' liability under the agreement

12. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution procedures

13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Security Requirements: Specific security measures required when handling sensitive materials or data

2. Technical Requirements: Technical specifications or requirements for proper usage, particularly relevant for software or technical equipment

3. Training and Support: Details of any training or support provided to ensure proper use

4. Insurance: Insurance requirements if the restricted use involves high-risk activities or valuable assets

5. Export Control: Export control provisions if the subject matter is subject to international trade restrictions

6. Data Protection: Specific data protection requirements if personal data processing is involved

7. Audit Rights: Detailed audit procedures if regular auditing of usage is required

8. Geographic Restrictions: Specific territorial limitations on usage if applicable

Suggested Schedules

1. Schedule 1 - Description of Restricted Items: Detailed description of the items, materials, or information subject to restricted use

2. Schedule 2 - Permitted Uses: Comprehensive list of specifically permitted uses and activities

3. Schedule 3 - Prohibited Uses: Detailed list of explicitly prohibited uses and activities

4. Schedule 4 - Fee Schedule: Details of any fees, royalties, or payments associated with the restricted use

5. Schedule 5 - Technical Specifications: Technical requirements or specifications for proper implementation

6. Schedule 6 - Security Protocols: Detailed security procedures and requirements if applicable

7. Schedule 7 - Authorized Users: List of authorized users or roles permitted to access or use the subject matter

8. Appendix A - Compliance Checklist: Checklist for monitoring and maintaining compliance with usage restrictions

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Software Development

Manufacturing

Research and Development

Pharmaceuticals

Healthcare

Financial Services

Telecommunications

Education

Defense and Security

Media and Entertainment

Biotechnology

Industrial Design

Energy

Relevant Teams

Legal

Compliance

Intellectual Property

Information Security

Risk Management

Operations

Research and Development

Product Development

Business Development

Information Technology

Data Protection

Contract Administration

Relevant Roles

Legal Counsel

Compliance Officer

Intellectual Property Manager

Licensing Manager

Contract Administrator

Chief Technology Officer

Information Security Officer

Risk Manager

Operations Director

Research Director

Product Manager

Business Development Manager

Chief Innovation Officer

Technology Transfer Officer

Data Protection Officer

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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