Trademark License Agreement Between Parent And Subsidiary Template for Indonesia

A Trademark License Agreement Between Parent And Subsidiary is essential when a parent company wishes to formally authorize its subsidiary to use its trademarks in Indonesia while maintaining proper control and protection of its intellectual property rights. This document is particularly important in the Indonesian context due to specific local requirements for trademark licensing, including mandatory registration with the Directorate General of Intellectual Property. The agreement should be used when establishing new subsidiary operations, restructuring existing arrangements, or formalizing informal trademark usage within a corporate group. It addresses key aspects such as quality control, usage parameters, regulatory compliance, and intra-group transaction considerations. The document needs to balance the parent company's need to protect its intellectual property with the practical requirements of the subsidiary's operations, while ensuring compliance with Indonesian trademark law, corporate law, and transfer pricing regulations.

1. Parties: Identification of the parent company as licensor and subsidiary as licensee, including their complete legal names, registration numbers, and addresses

2. Background: Context of the agreement, establishing the parent-subsidiary relationship, trademark ownership, and business purpose of the license

3. Definitions: Definitions of key terms including Licensed Marks, Territory, Licensed Products, and other relevant terms

4. Grant of License: Scope of the trademark license, including territory, exclusivity, and any restrictions on use

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

6. Quality Control: Parent company's right to monitor and control quality of products/services using the Licensed Marks

7. Usage Guidelines: Specific requirements for how the trademarks must be used, including format, placement, and brand guidelines

8. Regulatory Compliance: Obligations regarding trademark registration and recording of the license agreement with Indonesian authorities

9. Royalties and Payment: Financial terms, even if nominal, to maintain arm's length principles

10. Maintenance and Protection: Responsibilities for maintaining and protecting the trademarks

11. Termination: Circumstances under which the agreement can be terminated and consequences of termination

12. General Provisions: Standard legal provisions including governing law, dispute resolution, and notices