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Restricted Use Agreement Template for Indonesia

A Restricted Use Agreement under Indonesian law is a legally binding document that establishes specific limitations and conditions on how certain assets, information, technology, or intellectual property may be used by the authorized party. This agreement, governed by Indonesian civil law and relevant sector-specific regulations, provides detailed terms for permitted usage, monitoring mechanisms, compliance requirements, and consequences of unauthorized use. It incorporates provisions from Indonesian intellectual property laws, technology transfer regulations, and where applicable, industry-specific compliance requirements.

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What is a Restricted Use Agreement?

The Restricted Use Agreement serves as a critical legal instrument in Indonesian business practices where controlled access to proprietary assets, technology, or information is essential. This document type is commonly employed when organizations need to grant limited access to their intellectual property, technological solutions, confidential information, or specialized equipment while maintaining strict control over usage parameters. The agreement must comply with Indonesian civil law, particularly the Civil Code (KUHPer), Law No. 28 of 2014 on Copyright, and various sector-specific regulations. It is particularly relevant in scenarios involving technology licensing, data access, research collaborations, and specialized equipment usage. The Restricted Use Agreement typically includes detailed provisions for monitoring usage, ensuring compliance, and implementing security measures, while also addressing Indonesian legal requirements for contract enforceability and dispute resolution.

What sections should be included in a Restricted Use Agreement?

1. Parties: Identification of all parties to the agreement, including full legal names and addresses

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

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

4. Scope of Use: Clear delineation of permitted and prohibited uses of the subject matter

5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

6. User Obligations: Specific responsibilities and requirements for the user when utilizing the subject matter

7. Monitoring and Compliance: Methods and procedures for monitoring usage and ensuring compliance

8. Intellectual Property Rights: Statement of ownership and IP rights related to the subject matter

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

10. Warranties and Representations: Statements of assurance from both parties regarding their authority and the subject matter

11. Limitation of Liability: Limitations on parties' liability under the agreement

12. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution procedures

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

What sections are optional to include in a Restricted Use Agreement?

1. Security Requirements: Specific security measures required when handling sensitive materials or data

2. Technical Requirements: Technical specifications or requirements for proper usage, particularly relevant for software or technical equipment

3. Training and Support: Details of any training or support provided to ensure proper use

4. Insurance: Insurance requirements if the restricted use involves high-risk activities or valuable assets

5. Export Control: Export control provisions if the subject matter is subject to international trade restrictions

6. Data Protection: Specific data protection requirements if personal data processing is involved

7. Audit Rights: Detailed audit procedures if regular auditing of usage is required

8. Geographic Restrictions: Specific territorial limitations on usage if applicable

What schedules should be included in a Restricted Use Agreement?

1. Schedule 1 - Description of Restricted Items: Detailed description of the items, materials, or information subject to restricted use

2. Schedule 2 - Permitted Uses: Comprehensive list of specifically permitted uses and activities

3. Schedule 3 - Prohibited Uses: Detailed list of explicitly prohibited uses and activities

4. Schedule 4 - Fee Schedule: Details of any fees, royalties, or payments associated with the restricted use

5. Schedule 5 - Technical Specifications: Technical requirements or specifications for proper implementation

6. Schedule 6 - Security Protocols: Detailed security procedures and requirements if applicable

7. Schedule 7 - Authorized Users: List of authorized users or roles permitted to access or use the subject matter

8. Appendix A - Compliance Checklist: Checklist for monitoring and maintaining compliance with usage restrictions

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

Jurisdiction

Indonesia

Document Type

Use Agreement

Cost

Free to use

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