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Master Software Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Master Software Agreement

"I need a Master Software Agreement for my fintech company based in Hong Kong to license our payment processing software to banks and financial institutions, with strong data security provisions and compliance with HKMA regulations."

Document background
The Master Software Agreement is designed for organizations seeking to establish a long-term software licensing and services relationship under Hong Kong law. It provides a flexible framework that allows parties to license multiple software products and services over time without negotiating new terms for each transaction. This agreement is particularly relevant in today's digital economy where businesses increasingly rely on software solutions for their operations. It addresses key concerns such as intellectual property protection, data privacy compliance under Hong Kong's Personal Data (Privacy) Ordinance, service levels, and risk allocation. The document is structured to accommodate both traditional on-premise software and cloud-based solutions, making it adaptable to various technology deployment models.
Suggested Sections

1. Parties: Identification of contracting parties and their legal status

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

3. Definitions: Defined terms used throughout the agreement

4. Scope of Agreement: Framework terms for software licensing and services

5. Ordering Process: Procedure for ordering software and services under the agreement

6. License Grant: Terms of software license, usage rights and restrictions

7. Delivery and Implementation: Process for software delivery and implementation

8. Fees and Payment: Payment terms, pricing, and invoicing procedures

9. Intellectual Property Rights: Ownership and protection of IP in software and materials

10. Confidentiality: Protection of confidential information and trade secrets

11. Data Protection: Compliance with PDPO and data handling requirements

12. Warranties: Software performance and service quality warranties

13. Support and Maintenance: Ongoing support and maintenance obligations

14. Liability and Indemnification: Limitation of liability and indemnification provisions

15. Term and Termination: Duration, renewal, and termination rights

16. Post-Termination: Obligations and rights after agreement ends

17. General Provisions: Standard boilerplate clauses including governing law

Optional Sections

1. Service Levels: Detailed SLAs and performance metrics, used when specific service levels need to be guaranteed

2. Security Requirements: Specific security standards and protocols, used for sensitive data or regulated industries

3. Disaster Recovery: Business continuity and disaster recovery procedures, important for critical software systems

4. Change Control: Process for managing changes to software or services, used in complex implementations

5. Third Party Code: Provisions regarding open source and third-party software components, used when relevant

6. Training: Training and knowledge transfer obligations, used when customer requires implementation support

7. Audit Rights: Rights to audit usage and compliance, important for license compliance or regulatory requirements

8. Insurance: Specific insurance requirements, used for high-value or high-risk implementations

Suggested Schedules

1. Software Description: Detailed description of software products covered under the agreement

2. Service Level Agreement: Detailed service levels, measurement and remedies

3. Price List: Standard pricing for licenses, services and support

4. Support Services: Detailed support and maintenance procedures

5. Security Requirements: Technical and organizational security measures

6. Form of Order: Template for ordering additional software or services

7. Approved Subcontractors: List of approved third-party providers

8. Data Processing Agreement: Detailed data protection and processing terms

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

Financial Services

Banking

Insurance

Healthcare

Retail

Manufacturing

Professional Services

Telecommunications

Education

Government

E-commerce

Logistics

Real Estate

Relevant Teams

Legal

Information Technology

Procurement

Information Security

Compliance

Risk Management

Finance

Operations

Commercial

Software Development

Project Management

Vendor Management

Relevant Roles

Chief Technology Officer

Chief Information Officer

IT Director

Legal Counsel

Procurement Manager

Software Development Manager

Information Security Officer

Compliance Officer

Contract Manager

Project Manager

Technology Risk Manager

Enterprise Architect

Operations Director

Commercial Director

Chief Digital Officer

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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