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License And Supply Agreement Template for Hong Kong

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Key Requirements PROMPT example:

License And Supply Agreement

"I need a License and Supply Agreement for my Hong Kong software company to license our inventory management software and supply related hardware components to retailers across Asia, with the agreement starting January 2025 and including minimum purchase commitments."

Document background
The License and Supply Agreement is essential for businesses operating in Hong Kong that wish to formalize both intellectual property licensing and product supply arrangements in a single agreement. This document is particularly relevant when one party owns intellectual property rights and also supplies related products or materials to the other party. It is commonly used in technology transfers, manufacturing arrangements, distribution relationships, and software licensing with hardware supply. The agreement must comply with Hong Kong's legal framework, including the Patents Ordinance, Copyright Ordinance, Trade Marks Ordinance, and Sale of Goods Ordinance. It typically includes detailed provisions on license scope, territory restrictions, quality control, supply chain obligations, pricing mechanisms, and risk allocation, all structured within Hong Kong's common law system.
Suggested Sections

1. Parties: Identification and details of the licensor and licensee/supplier and recipient

2. Background: Context of the agreement, relationship between parties, and general purpose

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. License Grant: Scope of license, permitted uses, and restrictions

5. Intellectual Property Rights: Ownership, protection and enforcement of IP rights

6. Supply Terms: Product specifications, ordering process, and delivery terms

7. Quality Requirements: Quality standards, testing procedures, and acceptance criteria

8. Prices and Payment: Pricing structure, payment terms, and invoicing requirements

9. Obligations of the Parties: Key responsibilities and commitments of each party

10. Term and Termination: Duration, renewal, and termination provisions

11. Warranties and Liability: Warranties, indemnities, and limitation of liability

12. Confidentiality: Protection and handling of confidential information

13. Force Majeure: Provisions for unforeseen circumstances and relief from obligations

14. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law

Optional Sections

1. Territory Restrictions: Geographic limitations on license and supply arrangements

2. Minimum Purchase Requirements: Minimum order quantities or purchase commitments

3. Technical Support and Training: Terms for technical assistance and training services

4. Marketing and Promotion: Requirements for marketing and promoting licensed products

5. Regulatory Compliance: Specific regulatory requirements and compliance obligations

6. Data Protection: Provisions for handling personal data under PDPO

7. Source Code Escrow: Terms for software source code escrow if applicable

8. Anti-Corruption Compliance: Anti-bribery and corruption compliance requirements

9. Insurance: Insurance requirements and coverage obligations

10. Change Control: Procedures for managing changes to products or specifications

Suggested Schedules

1. Schedule 1 - Licensed Rights: Detailed description of licensed intellectual property

2. Schedule 2 - Products: Specifications and details of products to be supplied

3. Schedule 3 - Prices: Detailed pricing structure, including any volume discounts

4. Schedule 4 - Quality Standards: Detailed quality requirements and specifications

5. Schedule 5 - Service Levels: Service level requirements and metrics

6. Schedule 6 - Technical Requirements: Technical specifications and requirements

7. Schedule 7 - Territory: Detailed description of territorial scope

8. Schedule 8 - Approved Sub-contractors: List of approved sub-contractors if relevant

9. Appendix A - Order Form: Standard form for placing orders

10. Appendix B - Acceptance Testing Procedures: Procedures for testing and accepting products

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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

Technology

Manufacturing

Software

Healthcare

Pharmaceuticals

Electronics

Automotive

Consumer Goods

Industrial Equipment

Telecommunications

Biotechnology

Fashion and Luxury Goods

Food and Beverage

Media and Entertainment

Relevant Teams

Legal

Procurement

Intellectual Property

Supply Chain

Operations

Research and Development

Quality Assurance

Finance

Compliance

Commercial

Business Development

Technical Operations

Product Development

Relevant Roles

Legal Counsel

Commercial Director

Procurement Manager

Intellectual Property Manager

Supply Chain Director

Chief Technology Officer

Business Development Manager

Operations Director

Compliance Officer

Contract Manager

Quality Assurance Manager

Chief Financial Officer

Licensing Manager

Product Manager

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

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