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Software Distribution License

Software Distribution License Template for Hong Kong

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Key Requirements PROMPT example:

Software Distribution License

"I need a Software Distribution License agreement for my enterprise security software, granting exclusive distribution rights in Hong Kong and Mainland China to a large IT solutions provider, with the distributor providing first-line technical support and implementation services starting March 2025."

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Document background
The Software Distribution License Agreement is essential for software companies looking to expand their market reach through third-party distributors in Hong Kong and potentially across Asia. This document is typically used when a software owner wants to authorize another company to distribute their software products while maintaining control over their intellectual property and ensuring quality standards. The agreement must comply with Hong Kong's legal framework, including the Copyright Ordinance (Cap. 528) and Personal Data (Privacy) Ordinance (Cap. 486). It covers critical aspects such as distribution rights, territory definitions, revenue sharing models, technical support requirements, and compliance obligations. This type of agreement is particularly important in Hong Kong's dynamic technology market, where international software companies often partner with local distributors to penetrate the Asian market.
Suggested Sections

1. Parties: Identification of licensor and distributor, including registered addresses and company details

2. Background: Context of the agreement, brief description of the software, and the parties' intentions

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

4. Grant of License: Scope of distribution rights, territory, and terms of the license granted to the distributor

5. Distribution Rights and Obligations: Specific rights and responsibilities of the distributor, including sales targets and reporting

6. License Fees and Payment Terms: Financial terms, including license fees, royalties, payment schedule, and reporting requirements

7. Intellectual Property Rights: Ownership of IP, protection measures, and handling of infringement claims

8. Confidentiality: Protection of confidential information and trade secrets

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

10. Limitation of Liability: Limitations on liability and indemnification provisions

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

12. Post-Termination Obligations: Obligations of parties after termination, including return of materials

13. General Provisions: Standard clauses including governing law, dispute resolution, and entire agreement

Optional Sections

1. Source Code Access: Terms for access to source code, if provided. Include when distributor needs code access for customization

2. Sub-licensing Rights: Terms for allowing distributor to sub-license the software. Include when multi-tier distribution is permitted

3. Professional Services: Terms for additional services like implementation or customization. Include when services are part of the distribution arrangement

4. Marketing and Promotion: Specific requirements for marketing the software. Include when distributor has marketing obligations

5. Training and Support: Terms for training and support services. Include when distributor provides first-line support

6. Quality Control: Quality assurance requirements. Include when distributor handles software implementation

7. Third-Party Components: Terms relating to third-party software components. Include when software incorporates third-party elements

8. Data Protection: Specific data protection obligations. Include when software processes personal data

9. Export Control: Export control compliance. Include when software is subject to export restrictions

Suggested Schedules

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

2. Schedule 2 - License Fees and Royalties: Detailed breakdown of all financial terms and calculation methods

3. Schedule 3 - Service Level Agreement: Performance standards, support levels, and response times

4. Schedule 4 - Territory and Excluded Territories: Detailed description of authorized distribution territories

5. Schedule 5 - Minimum Requirements: Technical requirements for operating the software

6. Schedule 6 - Approved Sub-distributors: List of approved sub-distributors if applicable

7. Appendix A - End User License Agreement: Standard EULA to be used with end customers

8. Appendix B - Trademark Usage Guidelines: Guidelines for using licensor's trademarks and branding

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
Agreement
Authorized Users
Background IP
Confidential Information
Customer Data
Documentation
Distributor
Effective Date
End User
End User License Agreement (EULA)
Force Majeure Event
Gross Revenue
Implementation Services
Intellectual Property Rights
License Fees
License Term
Licensor
Maintenance Services
Major Release
Minor Release
Net Revenue
Object Code
Patch
Professional Services
Revenue Share
Royalty
Software
Source Code
Specifications
Sub-distributor
Support Services
System Requirements
Technical Documentation
Territory
Third Party Components
Trade Marks
Updates
Upgrades
User Interface
Working Day
Clauses
Grant of License
Distribution Rights
Territory Restrictions
Payment Terms
Royalties
Intellectual Property
Software Maintenance
Technical Support
Quality Control
Performance Standards
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Force Majeure
Term and Termination
Sub-licensing
Marketing and Promotion
Reporting Requirements
Audit Rights
Competition Compliance
Export Control
Source Code Escrow
Documentation Requirements
Training Obligations
Service Levels
End User Terms
Assignment
Governing Law
Dispute Resolution
Anti-Corruption
Entire Agreement
Amendments
Notices
Severability
Relevant Industries

Information Technology

Software Development

Technology Distribution

Cloud Computing

E-commerce

Financial Services

Healthcare Technology

Enterprise Software

Consumer Software

Telecommunications

Digital Media

Gaming and Entertainment

Educational Technology

Industrial Software

Relevant Teams

Legal

Sales

Business Development

Software Development

Product Management

Compliance

Commercial Operations

Partner Relations

Technical Support

Contract Administration

Relevant Roles

Chief Technology Officer

Head of Software Development

Distribution Partnership Manager

Legal Counsel

Software Licensing Manager

Business Development Director

Channel Sales Manager

Commercial Director

Compliance Officer

Contract Manager

Partner Relations Manager

Software Product Manager

Technical Account Manager

VP of Sales

Chief Legal Officer

Head of Channel Partnerships

Industries
Copyright Ordinance (Cap. 528): Primary legislation protecting software copyright in Hong Kong, covering licensing rights, infringement, and enforcement measures
Contracts (Rights of Third Parties) Ordinance (Cap. 623): Governs how third parties may acquire and enforce rights under a contract, relevant for distribution chains
Personal Data (Privacy) Ordinance (Cap. 486): Regulates the collection, use, and handling of personal data, crucial if the software processes user data
Competition Ordinance (Cap. 619): Ensures distribution agreements don't contain anti-competitive provisions like territorial restrictions or price fixing
Electronic Transactions Ordinance (Cap. 553): Provides legal framework for electronic contracts and digital signatures
Trade Descriptions Ordinance (Cap. 362): Ensures accurate description of software capabilities and prevents false marketing claims
Control of Exemption Clauses Ordinance (Cap. 71): Limits the extent to which liability can be excluded in contracts, including software licenses
Supply of Services (Implied Terms) Ordinance (Cap. 457): Implies certain terms about quality and fitness for purpose in service contracts, which may apply to software
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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