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Proprietary Software License Agreement

Proprietary Software License Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Proprietary Software License Agreement

"I need a Proprietary Software License Agreement for licensing our AI-powered analytics software to financial institutions in Hong Kong, with strict data protection provisions and source code escrow arrangements."

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Document background
The Proprietary Software License Agreement is a crucial document used when a software provider wishes to grant a business user the right to use its proprietary software while maintaining ownership of the intellectual property. This agreement, governed by Hong Kong law, establishes the commercial and legal framework for the software license, including detailed terms on usage rights, restrictions, fees, maintenance, and support services. It's particularly important in the Hong Kong business environment where software licensing transactions must comply with local intellectual property laws, data privacy regulations, and electronic transaction requirements. The agreement protects both parties' interests by clearly defining their rights and obligations, while addressing specific considerations such as warranty limitations, liability caps, and termination rights in accordance with Hong Kong legal principles.
Suggested Sections

1. Parties: Identification of licensor and licensee with full legal names and addresses

2. Background: Context of the agreement and brief description of the software being licensed

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

4. Grant of License: Scope of license, permitted uses, and restrictions on use of the software

5. License Fees: Payment terms, fee structure, and payment schedule

6. Intellectual Property Rights: Ownership of IP rights, protection measures, and infringement procedures

7. Confidentiality: Protection of confidential information and trade secrets

8. Licensee Obligations: Requirements for software use, security measures, and usage restrictions

9. Technical Support and Maintenance: Support services, maintenance terms, and service levels

10. Warranties: Software performance warranties and disclaimers

11. Limitation of Liability: Limits on liability and exclusions of damages

12. Term and Termination: Duration of agreement, renewal terms, and termination rights

13. Post-Termination: Obligations after termination including software removal and data return

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

Optional Sections

1. Integration Services: Terms for implementation and integration services if provided by licensor

2. Source Code Escrow: Provisions for source code escrow if agreed between parties

3. Data Protection: Specific data protection obligations if software processes personal data

4. Compliance Requirements: Industry-specific compliance requirements if applicable

5. Disaster Recovery: Disaster recovery and business continuity requirements if critical software

6. Training: Terms for user training if provided by licensor

7. Audit Rights: Rights to audit software usage if required

8. Service Level Agreement: Detailed service levels if specific performance metrics are required

Suggested Schedules

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

2. Schedule 2 - License Fees: Detailed fee structure, payment terms and calculations

3. Schedule 3 - Technical Support Services: Detailed support and maintenance services specifications

4. Schedule 4 - Service Levels: Performance metrics and service level commitments

5. Schedule 5 - Acceptable Use Policy: Detailed terms of acceptable use and restrictions

6. Schedule 6 - Security Requirements: Specific security standards and requirements

7. Appendix A - Software Documentation: User manuals and technical documentation

8. Appendix B - Implementation Plan: Timeline and milestones for software implementation 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






































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Relevant Industries

Technology

Financial Services

Healthcare

Education

Retail

Manufacturing

Professional Services

Telecommunications

Media and Entertainment

Government and Public Sector

Insurance

Real Estate

Transportation and Logistics

Energy and Utilities

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Information Security

Risk Management

Vendor Management

Operations

Software Development

Contract Management

Relevant Roles

Chief Technology Officer

IT Director

Legal Counsel

Procurement Manager

Software Development Manager

Compliance Officer

Contract Manager

Information Security Officer

Chief Information Officer

Business Development Manager

Operations Director

Risk Manager

Vendor Management Officer

Chief Legal Officer

Software Licensing Manager

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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