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Proprietary Software License Template for Indonesia

A Proprietary Software License Agreement under Indonesian law is a comprehensive legal document that establishes the terms and conditions under which software is licensed from the owner (licensor) to the user (licensee). The agreement is governed by Indonesian law, particularly Law No. 28 of 2014 on Copyright and Law No. 11 of 2008 on Electronic Information and Transactions. It details the scope of the license, usage rights, restrictions, fees, intellectual property protection, warranties, and compliance requirements specific to the Indonesian legal framework. The document includes provisions for data protection in accordance with Indonesia's Personal Data Protection Law and addresses dispute resolution within the Indonesian jurisdiction.

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What is a Proprietary Software License?

The Proprietary Software License Agreement is essential for any software company or developer operating in Indonesia who wishes to protect their intellectual property rights while granting others the right to use their software. This document is particularly crucial in the Indonesian market, where software licensing must comply with specific local regulations, including the Copyright Law and Electronic Information and Transactions Law. The agreement should be used when distributing proprietary software to end-users, whether they are individuals, businesses, or organizations. It contains critical provisions covering license scope, usage restrictions, fees, warranties, and liability limitations, all aligned with Indonesian legal requirements. The document also addresses modern concerns such as data protection and privacy, reflecting recent developments in Indonesian technology law. This type of agreement is fundamental for protecting the licensor's intellectual property rights while providing clear terms of use for licensees.

What sections should be included in a Proprietary Software License?

1. Parties: Identification of the licensor and licensee, including their legal status and registered addresses

2. Background: Context of the agreement, including brief description of the software and purpose of the license

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

4. Grant of License: Scope and nature of the license being granted, including usage rights and territory

5. License Fees and Payment Terms: Details of licensing fees, payment schedule, and payment methods

6. Intellectual Property Rights: Confirmation of ownership and protection of IP rights in the software

7. Confidentiality: Obligations regarding confidential information and trade secrets

8. Use Restrictions: Specific limitations on use, copying, modification, and distribution of the software

9. Warranties and Representations: Warranties regarding software functionality and performance

10. Limitation of Liability: Limits on liability and disclaimers compliant with Indonesian law

11. Term and Termination: Duration of the license and conditions for termination

12. Post-Termination Obligations: Actions required upon termination of the agreement

13. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms

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

What sections are optional to include in a Proprietary Software License?

1. Data Protection and Privacy: Required when the software processes personal data, ensuring compliance with Indonesian Personal Data Protection Law

2. Maintenance and Support: Include when ongoing support and maintenance services are part of the agreement

3. Service Level Agreement: Required for software provided as a service or with specific performance requirements

4. Third-Party Software: Include when the software incorporates third-party components or dependencies

5. Export Control: Required when the software may be subject to international export regulations

6. Source Code Escrow: Include when source code escrow arrangements are part of the agreement

7. Training and Implementation: Required when the license includes training or implementation services

What schedules should be included in a Proprietary Software License?

1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the licensed software

2. Schedule 2 - License Fees: Detailed breakdown of license fees, payment schedules, and pricing tiers

3. Schedule 3 - Technical Requirements: Minimum system requirements and technical specifications for software operation

4. Schedule 4 - Support Services: Details of support and maintenance services if included

5. Schedule 5 - Service Levels: Performance metrics and service levels if applicable

6. Appendix A - Authorized Users: Definition and list of authorized users or user categories

7. Appendix B - Territory: Detailed description of the geographic territory where the license is valid

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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