Trademark License Agreement Template for Indonesia

A Trademark License Agreement is essential when a trademark owner wishes to permit another party to use their registered trademark(s) in Indonesia while maintaining control over their intellectual property rights. This document is particularly relevant for businesses expanding their brand presence through licensing arrangements, franchising operations, or entering new markets in Indonesia. The agreement must comply with Indonesian trademark law, particularly Law No. 20 of 2016 on Marks and Geographical Indications, and requires registration with the Directorate General of Intellectual Property. It typically includes detailed provisions on quality control, payment terms, territorial restrictions, and usage guidelines to protect the trademark's value and ensure compliance with local regulations. The agreement is crucial for both domestic and international businesses engaging in trademark licensing within Indonesia's jurisdiction.

1. Parties: Identification of the Licensor and Licensee, including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, including details of trademark ownership and registration, and the parties' intentions

3. Definitions: Definitions of key terms used throughout the agreement, including 'Licensed Marks', 'Territory', 'Licensed Products', and 'Effective Date'

4. Grant of License: Scope of the license granted, including type (exclusive/non-exclusive), territory, and permitted uses

5. Term and Renewal: Duration of the license agreement and conditions for renewal

6. License Fees and Payment Terms: Financial terms including royalty rates, minimum guarantees, payment schedule, and reporting requirements

7. Quality Control: Standards for use of the trademark, approval processes, and quality maintenance requirements

8. Protection and Enforcement: Rights and obligations regarding trademark protection, infringement actions, and cooperation in enforcement

9. Representations and Warranties: Parties' assertions regarding trademark ownership, authority to enter agreement, and other material facts

10. Use of the Mark: Specific requirements and restrictions on how the trademark may be used

11. Record Keeping and Audit Rights: Requirements for maintaining records and licensor's audit rights

12. Termination: Grounds for termination, termination process, and post-termination obligations

13. Confidentiality: Obligations regarding confidential information exchanged during the agreement

14. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement