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Non Transferable Software License

Non Transferable Software License Template for Hong Kong

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Key Requirements PROMPT example:

Non Transferable Software License

"I need a Non-Transferable Software License Agreement under Hong Kong law for enterprise-level cybersecurity software that will be deployed across our financial institution's Asian offices, with strict data protection clauses and usage restrictions preventing any sharing with third parties."

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Document background
This Non-Transferable Software License Agreement is designed for use in situations where a software provider wishes to grant specific usage rights to a licensee while maintaining strict control over the software's distribution and deployment. The document is particularly relevant in the Hong Kong market, where software licensing must comply with local intellectual property laws, data protection regulations, and contract law principles. It includes comprehensive provisions covering license scope, usage restrictions, technical specifications, support services, and compliance requirements. The agreement is specifically structured to prevent any transfer or assignment of the license rights, making it suitable for situations where the software provider wants to maintain direct control over who uses their software and how it is used. This document type is commonly used in business-to-business transactions where software is being licensed for specific corporate use rather than general distribution.
Suggested Sections

1. Parties: Identification of the licensor and licensee, including full legal names and registered addresses

2. Background: Context of the agreement, brief description of the software, and purpose of the license

3. Definitions: Defined terms used throughout the agreement, including technical terms specific to the software

4. Grant of License: Scope of the license, explicitly stating its non-transferable nature and permitted uses

5. License Restrictions: Specific prohibitions including transfer, sublicensing, reverse engineering, and unauthorized modifications

6. Intellectual Property Rights: Confirmation of licensor's ownership and protection of IP rights

7. Term and Termination: Duration of the license and circumstances for termination

8. Fees and Payment: License fees, payment terms, and any recurring charges

9. Confidentiality: Protection of confidential information exchanged during the license period

10. Warranties and Disclaimers: Standard software warranties and limitations

11. Limitation of Liability: Caps on liability and exclusions of certain types of damages

12. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction

Optional Sections

1. Data Protection: Required if the software processes personal data, ensuring compliance with PDPO

2. Technical Support and Maintenance: Include if ongoing support services are provided with the license

3. Service Levels: Required for software provided as a service or with uptime commitments

4. Security Requirements: Include for software handling sensitive data or requiring specific security measures

5. Audit Rights: Include if licensor needs rights to audit licensee's use of the software

6. Export Controls: Required if the software is subject to export control regulations

7. Insurance: Include if specific insurance coverage is required for high-risk applications

8. Source Code Escrow: Optional protection for licensee in case of licensor's insolvency

Suggested Schedules

1. Software Description: Detailed technical specifications and functionality of the licensed software

2. License Fees: Detailed breakdown of all applicable fees and payment schedules

3. Technical Requirements: Minimum system requirements and technical specifications for software operation

4. Acceptable Use Policy: Detailed terms of acceptable use and specific restrictions

5. Support Services: Details of any technical support and maintenance services provided

6. Service Level Agreement: Detailed service levels and performance metrics if applicable

7. Data Processing Terms: Detailed terms for handling personal data if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions


































Clauses





























Relevant Industries

Technology and Software

Financial Services

Healthcare

Professional Services

Manufacturing

Retail and E-commerce

Education

Telecommunications

Media and Entertainment

Government and Public Sector

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Finance

Information Security

Risk Management

Commercial Operations

Technical Operations

Vendor Management

Relevant Roles

Chief Technology Officer

IT Director

Software Licensing Manager

Legal Counsel

Procurement Manager

Commercial Director

Chief Information Officer

Compliance Officer

Technical Operations Manager

Contract Manager

Software Asset Manager

Information Security Manager

Technology Risk Manager

Chief Financial 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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