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Exclusive Use Contract Template for Indonesia

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Key Requirements PROMPT example:

Exclusive Use Contract

"I need an Exclusive Use Contract for granting my Indonesian tech company's proprietary software to a Singapore-based distributor for exclusive distribution rights across Southeast Asia, with the agreement to commence on March 1, 2025."

Document background
The Exclusive Use Contract is a crucial legal instrument in Indonesian business transactions where one party seeks to obtain or grant exclusive rights over specific assets, products, or services. This document type is commonly used in various commercial arrangements including distribution agreements, franchise operations, technology licensing, and brand rights management. The contract must comply with Indonesian legal framework, particularly the Civil Code (KUHPerdata) and Law No. 5 of 1999 regarding Anti-monopoly and Unfair Business Competition. It's essential when businesses want to establish protected market positions, exclusive distribution arrangements, or sole licensing rights while ensuring compliance with local competition laws. The agreement typically includes comprehensive details about the scope of exclusivity, territorial boundaries, duration, payment terms, quality control measures, and termination provisions.
Suggested Sections

1. Parties: Identification of the contracting parties with their full legal names, addresses, and registration details as required under Indonesian law

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

3. Definitions: Definitions of key terms used throughout the agreement, including the subject matter of exclusive use

4. Grant of Rights: Detailed description of the exclusive rights being granted, including scope, territory, and duration

5. Exclusivity Obligations: Specific terms of exclusivity, including restrictions on grantor and third parties

6. Payment Terms: Financial arrangements, including fees, payment schedule, and any royalties or minimum guarantees

7. Duration and Termination: Contract period, renewal terms, and circumstances for termination

8. Representations and Warranties: Parties' assertions about their authority, rights, and the subject matter of exclusive use

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

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

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

Optional Sections

1. Quality Control: Used when the exclusive use involves products or services that need to maintain certain quality standards

2. Sub-licensing Rights: Include when the grantee may be permitted to sub-license the exclusive rights

3. Marketing and Promotion: Required when parties need to specify marketing obligations or restrictions

4. Insurance: Include when specific insurance coverage is required for the exclusive use

5. Force Majeure: Optional but recommended section detailing circumstances that excuse performance

6. Anti-corruption Compliance: Important when dealing with government contracts or international parties

7. Data Protection: Include when the exclusive use involves personal data processing

Suggested Schedules

1. Schedule 1 - Description of Rights: Detailed technical or legal description of the exclusive rights being granted

2. Schedule 2 - Territory: Detailed description or maps of the geographical area covered by the exclusive use

3. Schedule 3 - Payment Details: Detailed breakdown of payment terms, calculations, and schedules

4. Schedule 4 - Technical Specifications: Technical requirements or specifications related to the exclusive use

5. Schedule 5 - Service Levels: Performance metrics and standards if applicable to the exclusive use

6. Appendix A - Required Permits: List of necessary permits or licenses required under Indonesian law

7. Appendix B - Authorized Representatives: List of authorized representatives for both parties

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 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

Manufacturing

Retail

Technology

Entertainment

Healthcare

Consumer Goods

Food and Beverage

Automotive

Real Estate

Fashion and Apparel

Telecommunications

Agriculture

Mining

Education

Relevant Teams

Legal

Commercial

Business Development

Executive Leadership

Operations

Compliance

Risk Management

Sales

Partnerships

Regional Management

Intellectual Property

Procurement

Relevant Roles

Legal Counsel

Commercial Director

Business Development Manager

Chief Executive Officer

Contract Manager

Intellectual Property Manager

Operations Director

Licensing Manager

Compliance Officer

Risk Manager

Sales Director

Partnership Manager

Country Manager

Regional Director

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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