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Patent Licence Template for Indonesia

A comprehensive legal agreement governed by Indonesian law that establishes the terms and conditions under which a patent owner (licensor) grants rights to use their patented invention to another party (licensee). This document complies with Law No. 13 of 2016 on Patents and related Indonesian regulations, detailing the scope of rights granted, financial terms, quality control requirements, and obligations of both parties. It includes provisions for technology transfer, protection of intellectual property rights, and dispute resolution mechanisms specifically adapted to the Indonesian legal framework.

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What is a Patent Licence?

The Patent License Agreement is a crucial document used when a patent owner wishes to authorize another party to use, manufacture, sell, or otherwise exploit their patented invention in Indonesia. This agreement type is governed by Indonesian Patent Law (Law No. 13 of 2016) and must be registered with the Directorate General of Intellectual Property (DGIP). The document typically includes detailed provisions about the scope of the license, territorial restrictions, financial terms, quality control measures, and compliance with local regulations. It's particularly important for technology transfer transactions and cross-border intellectual property arrangements, requiring careful consideration of Indonesian competition law and foreign investment regulations. The Patent License should address both technical and commercial aspects of the licensing relationship while ensuring compliance with mandatory provisions of Indonesian law regarding patent licensing.

What sections should be included in a Patent Licence?

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

2. Background: Context of the agreement, including brief description of the patent(s) and the parties' intentions

3. Definitions: Definitions of key terms used throughout the agreement, including technical terms and specified terms

4. Grant of License: Scope of the license granted, including whether exclusive or non-exclusive, territory, and field of use

5. Patent Rights: Detailed description of the licensed patent rights, including patent numbers and jurisdictions

6. License Fee and Royalties: Financial terms including upfront payments, ongoing royalties, calculation methods, and payment terms

7. Records and Audit Rights: Licensee's obligations to maintain records and Licensor's audit rights

8. Quality Control: Standards and specifications for products manufactured under the license

9. Improvements: Rights and obligations regarding improvements to the patented technology

10. Representations and Warranties: Basic warranties regarding patent ownership, right to license, and non-infringement

11. Protection of Patent Rights: Obligations regarding patent maintenance, infringement actions, and cooperation

12. Confidentiality: Protection of confidential information exchanged under the agreement

13. Term and Termination: Duration of the agreement and circumstances for termination

14. Post-Termination Obligations: Obligations that survive termination of the agreement

15. General Provisions: Standard clauses including notices, assignment, governing law, and dispute resolution

What sections are optional to include in a Patent Licence?

1. Manufacturing Rights: Include when the license includes rights to manufacture products using the patent

2. Sublicensing Rights: Include when the Licensee is permitted to sublicense the patent rights

3. Technology Transfer: Include when technical assistance or know-how transfer is part of the agreement

4. Export Controls: Include for cross-border licenses involving controlled technology

5. Minimum Performance Requirements: Include when the license requires minimum sales or usage levels

6. Government Approvals: Include when specific regulatory approvals are required

7. Patent Marking: Include when specific patent marking requirements apply

8. Competition Law Compliance: Include specific provisions to ensure compliance with Indonesian competition law

9. Force Majeure: Include when parties want specific provisions for unforeseen circumstances

What schedules should be included in a Patent Licence?

1. Schedule 1 - Licensed Patents: Detailed list of all licensed patents including registration numbers, jurisdictions, and status

2. Schedule 2 - Technical Specifications: Technical details and specifications for licensed products or processes

3. Schedule 3 - Royalty Calculations: Detailed methodology for calculating royalties, including examples

4. Schedule 4 - Quality Control Standards: Specific quality standards and testing procedures

5. Schedule 5 - Approved Sublicensees: List of pre-approved sublicensees (if applicable)

6. Appendix A - Form of Royalty Report: Template for regular royalty reporting

7. Appendix B - Technology Transfer Plan: Detailed plan for any required technology transfer

8. Appendix C - Patent Marking Requirements: Specific requirements for marking products with patent information

Authors

Alex Denne

Advisor @ GenieAI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Indonesia

Publisher

GenieAI

Document Type

License Agreement

Sector

IP

Cost

Free to use

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