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Software Development License

Software Development License Template for Hong Kong

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Key Requirements PROMPT example:

Software Development License

"I need a Software Development License Agreement for a Hong Kong-based financial services company commissioning custom trading software, with strict security requirements and source code escrow provisions, planned for deployment in March 2025."

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Document background
The Software Development License Agreement is essential for businesses in Hong Kong engaging external developers or technology providers for custom software solutions. This document is typically used when a company requires bespoke software development services combined with ongoing licensing rights to use the developed software. It addresses crucial aspects such as development methodology, milestone deliverables, acceptance testing, intellectual property ownership, license scope, and maintenance services. The agreement must comply with Hong Kong's legal framework, including technology-related ordinances and data protection laws. It's particularly relevant in today's digital economy where businesses increasingly rely on custom software solutions while ensuring proper protection of their rights and investments.
Suggested Sections

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

2. Background: Context of the agreement, including brief description of the software and business relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. License Grant: Scope of the license, including usage rights, restrictions, and territory

5. Development Services: Detailed scope of development work, methodologies, and deliverables

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

7. Payment Terms: License fees, development costs, payment schedule, and payment methods

8. Acceptance Testing: Testing procedures, acceptance criteria, and remediation process

9. Warranties and Representations: Warranties regarding software performance, IP rights, and compliance with laws

10. Confidentiality: Protection of confidential information and trade secrets

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

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

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

Optional Sections

1. Maintenance and Support: Terms for ongoing maintenance, updates, and technical support services

2. Source Code Escrow: Provisions for source code deposit and release conditions

3. Third-Party Components: Terms relating to third-party software components and their licenses

4. Data Protection: Specific provisions for handling personal data and ensuring privacy compliance

5. Service Levels: Performance metrics, availability requirements, and related penalties

6. Training: Terms for training services provided to licensee's personnel

7. Change Control: Procedures for managing changes to development scope or specifications

8. Security Requirements: Specific security standards and compliance requirements

Suggested Schedules

1. Technical Specifications: Detailed technical requirements and functionality specifications

2. Development Milestones: Timeline of development phases, deliverables, and completion criteria

3. Acceptance Test Criteria: Detailed testing procedures and acceptance requirements

4. Fee Schedule: Breakdown of all fees, payment milestones, and pricing details

5. Service Level Agreement: Detailed performance metrics and service level commitments

6. Support Services: Details of support services, response times, and escalation procedures

7. Licensed Software: Detailed description of all software components covered by the license

8. Required Documentation: List of all documentation to be delivered with the software

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 Criteria
Acceptance Tests
Affiliated Company
Authorized Users
Background IP
Business Day
Confidential Information
Configuration
Customer Data
Defect
Deliverables
Development Services
Documentation
Effective Date
Enhancement
Error
Fees
Force Majeure Event
Foreground IP
Go-Live Date
Implementation Services
Intellectual Property Rights
License
Licensed Software
Maintenance Services
Milestone
Modifications
Object Code
Personal Data
Project Manager
Project Plan
Proprietary Rights
Schedule
Services
Software
Source Code
Specifications
Support Services
System
Technical Requirements
Term
Territory
Third-Party Software
Updates
Upgrades
User Documentation
Warranty Period
Work Product
Clauses
License Grant
Development Services
Acceptance Testing
Intellectual Property Rights
Payment
Warranties
Limitation of Liability
Indemnification
Confidentiality
Data Protection
Term and Termination
Force Majeure
Assignment
Subcontracting
Delivery
Implementation
Maintenance and Support
Source Code Escrow
Security Requirements
Service Levels
Change Control
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Third Party Rights
Non-Solicitation
Compliance with Laws
Audit Rights
Insurance
Performance Obligations
Documentation
Training
Quality Assurance
Exit Management
Relevant Industries

Technology

Financial Services

Healthcare

Retail

Manufacturing

Education

Professional Services

E-commerce

Telecommunications

Insurance

Banking

Logistics

Real Estate

Relevant Teams

Legal

Information Technology

Procurement

Software Development

Project Management

Compliance

Risk Management

Operations

Commercial

Vendor Management

Information Security

Technical Operations

Relevant Roles

Chief Technology Officer

IT Director

Software Development Manager

Legal Counsel

Procurement Manager

Project Manager

Contract Manager

Chief Information Officer

Technology Procurement Specialist

IP Lawyer

Commercial Director

Head of Digital Transformation

Technical Program Manager

VP of Engineering

Chief Legal Officer

Industries
Copyright Ordinance (Cap. 528): Governs copyright protection for software, source code, and related documentation
Contracts Ordinance (Cap. 23): Provides the legal framework for contract formation, validity, and enforcement in Hong Kong
Personal Data (Privacy) Ordinance (Cap. 486): Regulates the collection, handling, and protection of personal data in Hong Kong
Electronic Transactions Ordinance (Cap. 553): Provides legal recognition of electronic records and signatures, relevant for software licensing
Trade Descriptions Ordinance (Cap. 362): Ensures accurate description of goods and services, including software products
Competition Ordinance (Cap. 619): Prohibits anti-competitive practices and abuse of market power in licensing agreements
Supply of Services (Implied Terms) Ordinance (Cap. 457): Implies certain terms into contracts for services, including software development services
Patents Ordinance (Cap. 514): Relevant if the software includes patentable technical innovations
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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