This Commercial Software License agreement template is designed for use in Hong Kong business environments where organizations need to establish clear legal frameworks for software licensing arrangements. It addresses key aspects required under Hong Kong law, including intellectual property rights protection, data privacy compliance, and electronic transaction regulations. The document is particularly suitable for business-to-business software licensing transactions, covering both on-premises and cloud-based software solutions. It includes comprehensive provisions for license scope, usage rights, maintenance and support, warranties, and liability limitations, while ensuring compliance with Hong Kong's common law system and relevant ordinances. This template can be customized based on specific software functionality, deployment methods, and business requirements while maintaining its enforceability under Hong Kong jurisdiction.
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1. Parties: Identification of licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, nature of the software, and general purpose of the license
3. Definitions: Definitions of key terms used throughout the agreement, including Software, Documentation, Intellectual Property Rights, etc.
4. License Grant: Scope of license, permitted uses, and express restrictions on use of the software
5. License Fees: Payment terms, fee structure, and payment schedule
6. Delivery and Installation: Terms regarding software delivery, installation requirements, and acceptance testing
7. Technical Requirements: Minimum system requirements and technical specifications
8. Maintenance and Support: Terms of technical support, updates, and maintenance services
9. Intellectual Property Rights: Ownership of IP, protection of rights, and handling of infringement claims
10. Confidentiality: Protection of confidential information and trade secrets
11. Data Protection: Compliance with Hong Kong privacy laws and data handling requirements
12. Warranties and Disclaimers: Software warranties, performance guarantees, and limitation of warranties
13. Limitation of Liability: Caps on liability and exclusions of certain types of damages
14. Term and Termination: Duration of agreement, renewal terms, and termination rights
15. Post-Termination: Obligations after termination including return/destruction of software
16. General Provisions: Standard boilerplate including governing law, notices, assignment, etc.
1. Source Code Escrow: Optional provisions for source code escrow arrangements, typically used for mission-critical software
2. Professional Services: Additional terms for implementation, customization, or training services if offered
3. Service Level Agreement: Detailed performance metrics and service levels, typically for cloud-based software
4. Disaster Recovery: Business continuity and disaster recovery requirements for critical applications
5. Third-Party Software: Terms relating to incorporated third-party software or open-source components
6. Export Control: Compliance with export control laws if software is subject to international distribution
7. Insurance: Insurance requirements, typically for high-value or high-risk implementations
1. Schedule 1 - Software Description: Detailed description of the licensed software, including all modules and functionality
2. Schedule 2 - License Fees: Detailed breakdown of license fees, payment structure, and any variable pricing elements
3. Schedule 3 - Technical Specifications: Detailed technical requirements, supported platforms, and integration specifications
4. Schedule 4 - Service Level Agreement: Detailed service levels, performance metrics, and support response times
5. Schedule 5 - Maintenance and Support Services: Detailed description of support and maintenance services, including scope and exclusions
6. Schedule 6 - Data Processing Agreement: Detailed terms for data processing activities if personal data is processed
7. Appendix A - Acceptable Use Policy: Detailed rules and restrictions regarding software usage
Relevant legal definitions
Clauses
Relevant Industries
Technology
Financial Services
Healthcare
Retail
Manufacturing
Professional Services
Education
Telecommunications
Banking
Insurance
Government
E-commerce
Media and Entertainment
Logistics and Supply Chain
Real Estate
Relevant Teams
Legal
Information Technology
Procurement
Finance
Compliance
Information Security
Risk Management
Vendor Management
Enterprise Architecture
Software Asset Management
Operations
Technical Support
Relevant Roles
Chief Technology Officer
Chief Information Officer
IT Director
Legal Counsel
Procurement Manager
Software License Manager
Compliance Officer
IT Security Manager
Chief Financial Officer
Contract Manager
Technology Procurement Specialist
Enterprise Architect
Solutions Architect
Information Security Officer
Risk Manager
Vendor Management Officer
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