The Source Code License Agreement is a critical legal instrument used when a software owner needs to provide another party with access to their software's source code while maintaining control over its use and distribution. This agreement is particularly relevant in Hong Kong's dynamic technology sector, where it must comply with local intellectual property laws, including the Copyright Ordinance (Cap. 528) and related legislation. The document typically covers license scope, modification rights, confidentiality provisions, and commercial terms. It's commonly used in software development partnerships, technology transfers, or situations requiring code access for integration or customization purposes. The agreement balances the licensor's need to protect their intellectual property with the licensee's requirements for code access and usage rights.
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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 source code, and purpose of the license
3. Definitions: Detailed definitions of technical terms, source code components, and key concepts
4. License Grant: Scope of license, usage rights, and any restrictions on use of the source code
5. Intellectual Property Rights: Ownership of IP, protection measures, and handling of improvements
6. License Fee and Payment Terms: Financial terms, payment schedule, and any recurring fees
7. Confidentiality: Protection of source code and other confidential information
8. Warranties and Representations: Warranties regarding ownership, non-infringement, and code quality
9. Term and Termination: Duration, renewal terms, and termination circumstances
10. Post-Termination Obligations: Requirements after agreement ends, including return or destruction of code
11. General Provisions: Standard legal clauses including governing law, notices, and assignment
1. Modification Rights: Terms governing licensee's right to modify the source code - include if modifications are permitted
2. Sublicensing Rights: Terms for sublicensing to third parties - include if sublicensing is allowed
3. Technical Support and Maintenance: Support services, updates, and maintenance terms - include if technical support is provided
4. Geographic Restrictions: Territorial limitations on usage - include if license is geographically restricted
5. Export Control: Export compliance requirements - include if international usage is involved
6. Performance Requirements: Minimum performance standards - include if specific performance metrics apply
7. Escrow Arrangements: Source code escrow terms - include if code is held in escrow
8. Audit Rights: Rights to audit licensee's use - include for high-value licenses
1. Schedule 1 - Source Code Description: Detailed technical description of the licensed source code components
2. Schedule 2 - License Fee Schedule: Detailed breakdown of license fees and payment terms
3. Schedule 3 - Technical Specifications: Technical requirements and specifications for the source code
4. Schedule 4 - Acceptance Testing: Testing procedures and acceptance criteria
5. Schedule 5 - Support Services: Details of technical support and maintenance services
6. Appendix A - Permitted Uses: Specific authorized uses and implementations of the source code
7. Appendix B - Security Requirements: Security standards and requirements for code handling
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Software Development
Financial Services
Healthcare Technology
E-commerce
Telecommunications
Manufacturing Technology
Educational Technology
Professional Services
Research and Development
Relevant Teams
Legal
Information Technology
Software Development
Procurement
Information Security
Compliance
Research & Development
Commercial Operations
Technical Operations
Intellectual Property
Relevant Roles
Chief Technology Officer
Software Development Manager
Legal Counsel
IP Rights Manager
Chief Information Officer
Software Licensing Manager
Contract Manager
Technology Procurement Manager
Software Engineer
Systems Architect
Commercial Director
Technology Transfer Officer
Information Security Officer
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