Corporate & Commercial

Most Indonesian intellectual property disputes we see were created years earlier, in a contract nobody read closely at the time. The clause that causes the damage is almost always about who may register what, in whose name.

The clause that goes wrong

A distribution agreement is signed. The distributor is permitted to use the principal’s marks in marketing. Nothing says the distributor may not register them. In a first-to-file jurisdiction that silence is an invitation, and the agreement often also lacks the one provision that would fix it: an obligation to assign any registration made in breach.

By the time the relationship ends, the mark is held by the former distributor, and recovering it means litigation that a single paragraph would have prevented.

What we draft and review

• Intellectual property clauses in distribution, agency, supply and manufacturing agreements
• Licence agreements, including recordal so that licensee use counts as use of the mark
• Technology transfer and know-how arrangements
• Confidentiality and trade secret protection under Law No. 30 of 2000, particularly across manufacturing supply chains
• Employment and contractor provisions governing works and inventions created during engagement
• Termination provisions dealing with marks, materials, tooling and stock

Transactions

In an acquisition, intellectual property due diligence in Indonesia asks a narrower question than elsewhere: not only what the target owns, but what it could still defend. A registration that has sat unused is an asset with a clock on it under Article 74, and a portfolio that looks complete on a schedule may be considerably thinner in evidence.

• IP due diligence and portfolio valuation risk
• Assignment, recordal and post-closing portfolio integration
• Corporate structuring under Law No. 40 of 2007
• Cross-border document validity — legalisation and apostille for use in Indonesian proceedings