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Commercial Software License

Commercial Software License Template for Hong Kong

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Key Requirements PROMPT example:

Commercial Software License

"I need a Commercial Software License agreement under Hong Kong law for enterprise-level cloud-based accounting software that will be deployed across our Asia-Pacific offices starting March 2025, with specific emphasis on data privacy compliance and cross-border data transfers."

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Document background
This Commercial Software License agreement template is designed for use in Hong Kong business environments where organizations need to establish clear legal frameworks for software licensing arrangements. It addresses key aspects required under Hong Kong law, including intellectual property rights protection, data privacy compliance, and electronic transaction regulations. The document is particularly suitable for business-to-business software licensing transactions, covering both on-premises and cloud-based software solutions. It includes comprehensive provisions for license scope, usage rights, maintenance and support, warranties, and liability limitations, while ensuring compliance with Hong Kong's common law system and relevant ordinances. This template can be customized based on specific software functionality, deployment methods, and business requirements while maintaining its enforceability under Hong Kong jurisdiction.
Suggested Sections

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

2. Background: Context of the agreement, nature of the software, and general purpose of the license

3. Definitions: Definitions of key terms used throughout the agreement, including Software, Documentation, Intellectual Property Rights, etc.

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

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

6. Delivery and Installation: Terms regarding software delivery, installation requirements, and acceptance testing

7. Technical Requirements: Minimum system requirements and technical specifications

8. Maintenance and Support: Terms of technical support, updates, and maintenance services

9. Intellectual Property Rights: Ownership of IP, protection of rights, and handling of infringement claims

10. Confidentiality: Protection of confidential information and trade secrets

11. Data Protection: Compliance with Hong Kong privacy laws and data handling requirements

12. Warranties and Disclaimers: Software warranties, performance guarantees, and limitation of warranties

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

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

15. Post-Termination: Obligations after termination including return/destruction of software

16. General Provisions: Standard boilerplate including governing law, notices, assignment, etc.

Optional Sections

1. Source Code Escrow: Optional provisions for source code escrow arrangements, typically used for mission-critical software

2. Professional Services: Additional terms for implementation, customization, or training services if offered

3. Service Level Agreement: Detailed performance metrics and service levels, typically for cloud-based software

4. Disaster Recovery: Business continuity and disaster recovery requirements for critical applications

5. Third-Party Software: Terms relating to incorporated third-party software or open-source components

6. Export Control: Compliance with export control laws if software is subject to international distribution

7. Insurance: Insurance requirements, typically for high-value or high-risk implementations

Suggested Schedules

1. Schedule 1 - Software Description: Detailed description of the licensed software, including all modules and functionality

2. Schedule 2 - License Fees: Detailed breakdown of license fees, payment structure, and any variable pricing elements

3. Schedule 3 - Technical Specifications: Detailed technical requirements, supported platforms, and integration specifications

4. Schedule 4 - Service Level Agreement: Detailed service levels, performance metrics, and support response times

5. Schedule 5 - Maintenance and Support Services: Detailed description of support and maintenance services, including scope and exclusions

6. Schedule 6 - Data Processing Agreement: Detailed terms for data processing activities if personal data is processed

7. Appendix A - Acceptable Use Policy: Detailed rules and restrictions regarding software usage

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Acceptance Tests
Affiliate
Authorized Users
Business Day
Confidential Information
Configuration
Documentation
Effective Date
Error
Fees
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
License Key
Licensed Software
Maintenance Release
Major Release
Malicious Code
Modification
Normal Business Hours
Open-Source Software
Personal Data
Processing
Prohibited Content
Response Time
Service Credits
Service Levels
Software
Source Code
Specification
Support Services
System Requirements
Term
Territory
Third-Party Software
Updates
Upgrades
User Acceptance Testing
User Manual
Virus
Warranty Period
Work Product
Working Hours
Relevant Industries

Technology

Financial Services

Healthcare

Retail

Manufacturing

Professional Services

Education

Telecommunications

Banking

Insurance

Government

E-commerce

Media and Entertainment

Logistics and Supply Chain

Real Estate

Relevant Teams

Legal

Information Technology

Procurement

Finance

Compliance

Information Security

Risk Management

Vendor Management

Enterprise Architecture

Software Asset Management

Operations

Technical Support

Relevant Roles

Chief Technology Officer

Chief Information Officer

IT Director

Legal Counsel

Procurement Manager

Software License Manager

Compliance Officer

IT Security Manager

Chief Financial Officer

Contract Manager

Technology Procurement Specialist

Enterprise Architect

Solutions Architect

Information Security Officer

Risk Manager

Vendor Management Officer

Industries
Contracts Ordinance (Cap. 23): Governs the formation and enforcement of contracts in Hong Kong, including requirements for valid contracts, consideration, and remedies for breach
Copyright Ordinance (Cap. 528): Protects software as literary work and covers licensing of intellectual property rights, including provisions for infringement and enforcement
Personal Data (Privacy) Ordinance (Cap. 486): Regulates the collection, use, and handling of personal data, which is relevant if the software processes user information
Electronic Transactions Ordinance (Cap. 553): Provides legal recognition of electronic signatures and records, relevant for software license execution and delivery
Trade Descriptions Ordinance (Cap. 362): Prohibits false trade descriptions and misrepresentations about goods and services, including software capabilities and features
Control of Exemption Clauses Ordinance (Cap. 71): Limits the extent to which liability can be excluded or restricted in contracts, affecting warranty and liability provisions
Supply of Services (Implied Terms) Ordinance (Cap. 457): Implies certain terms into contracts for services, including requirements for reasonable care and skill in service provision
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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