Exclusive Perpetual License Template for Hong Kong

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Key Requirements PROMPT example:

Exclusive Perpetual License

"I need an Exclusive Perpetual License agreement for licensing our proprietary software technology to a Hong Kong-based manufacturer, with rights to sublicense in Southeast Asia and including provisions for source code escrow."

Document background
The Exclusive Perpetual License agreement is a sophisticated legal instrument used when a permanent and exclusive transfer of intellectual property rights is desired without transferring ownership. This document is particularly relevant in scenarios involving valuable intellectual property assets where the licensor wishes to maintain ownership while granting comprehensive usage rights to a single licensee indefinitely. The agreement, governed by Hong Kong law, typically includes detailed provisions on quality control, payment terms, and IP protection measures. It's commonly used in strategic business partnerships, technology transfers, brand licensing, and long-term commercialization arrangements. The document must carefully balance the perpetual nature of the license with appropriate protections for both parties, incorporating specific requirements under Hong Kong's intellectual property and competition laws.
Suggested Sections

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

2. Background: Context of the agreement, including ownership of the intellectual property and purpose of the license

3. Definitions: Key terms used throughout the agreement, including detailed definition of the licensed IP and territory

4. Grant of Rights: Explicit grant of exclusive, perpetual license including scope, territory, and field of use

5. Exclusivity Provisions: Detailed terms of exclusivity, including licensor's restrictions and licensee's rights

6. Payment Terms: Financial terms including any upfront payments, royalties, or other financial considerations

7. Quality Control: Standards and requirements for use of the licensed IP

8. Protection and Maintenance: Obligations regarding IP protection, maintenance, and enforcement

9. Warranties and Representations: Warranties regarding IP ownership, right to license, and non-infringement

10. Indemnification: Mutual indemnification obligations for breach of warranties and third-party claims

11. Fundamental Breach: Consequences of fundamental breach, given the perpetual nature

12. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including notices, amendment process, and severability

Optional Sections

1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses

2. Technology Transfer: Include when technical knowledge or know-how transfer is required

3. Improvements: Include when dealing with future improvements to the licensed IP

4. Moral Rights: Include when licensing copyright works where moral rights are relevant

5. Competition Compliance: Include when additional competition law compliance measures are needed

6. Export Control: Include when licensed IP is subject to export control regulations

7. Source Code Escrow: Include when licensing software with source code provisions

8. Insurance: Include when specific insurance requirements are needed for high-risk licenses

Suggested Schedules

1. Schedule 1 - Licensed Intellectual Property: Detailed description of all IP being licensed, including registration numbers

2. Schedule 2 - Technical Specifications: Technical details and standards for the licensed IP

3. Schedule 3 - Quality Control Standards: Detailed quality control requirements and processes

4. Schedule 4 - Payment Terms: Detailed breakdown of all financial terms and calculation methods

5. Schedule 5 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable

6. Appendix A - Form of Quality Control Report: Template for required quality control reporting

7. Appendix B - Brand Guidelines: Guidelines for use of licensed trademarks or branding

8. Appendix C - Technical Documentation: Supporting technical documentation for licensed technology

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

Relevant legal definitions
Clauses
Relevant Industries

Technology & Software

Pharmaceuticals & Healthcare

Manufacturing & Industrial

Media & Entertainment

Biotechnology

Consumer Products

Research & Development

Telecommunications

Fashion & Luxury Goods

Gaming & Interactive Entertainment

Relevant Teams

Legal

Intellectual Property

Research & Development

Business Development

Finance

Compliance

Technology

Commercial

Innovation

Brand Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Chief Technology Officer

Intellectual Property Director

Head of Licensing

Commercial Director

Legal Counsel

IP Manager

Business Development Director

Research & Development Director

Chief Financial Officer

Compliance Officer

Technology Transfer Manager

Innovation Director

Brand 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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