The Limited Use License Agreement serves as a critical legal instrument for businesses and individuals seeking to grant controlled access to their intellectual property while maintaining ownership rights. This document is essential when a rights holder wishes to permit another party to use their intellectual property, software, technology, or content under specific conditions and limitations. Governed by Hong Kong law, the agreement incorporates local intellectual property protections, contractual requirements, and commercial practices. It typically includes detailed specifications of permitted uses, territorial restrictions, payment terms, and compliance obligations. The agreement is particularly relevant in today's digital economy where intellectual property licensing forms a crucial part of business operations and technology deployment. The Limited Use License Agreement helps prevent unauthorized use, ensures proper compensation for IP owners, and provides clarity on the rights and obligations of all parties involved.
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1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, nature of the licensed material, and general purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Specific terms of the license grant, including scope, limitations, and territory
5. License Restrictions: Explicit restrictions on use, copying, modification, and distribution of the licensed material
6. License Fee and Payment Terms: Details of license fees, payment schedule, and payment methods
7. Intellectual Property Rights: Assertion and protection of IP rights, ownership declarations
8. Confidentiality: Obligations regarding confidential information exchanged during the license period
9. Term and Termination: Duration of the license and circumstances for termination
10. Warranties and Representations: Warranties provided by both parties and any disclaimers
11. Liability and Indemnification: Limitations of liability and indemnification obligations
12. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Support and Maintenance: Terms for technical support and maintenance services if provided with the license
2. Security Requirements: Specific security measures required for handling licensed material
3. Audit Rights: Rights of licensor to audit licensee's use of licensed material
4. Export Control: Required for international licenses involving controlled technology or data
5. Data Protection: Specific provisions for handling personal data if relevant to the licensed material
6. Source Code Escrow: Terms for source code escrow if applicable to software licenses
7. Service Level Agreement: Performance standards and metrics if the license includes ongoing services
8. Change Control: Procedures for managing changes to the licensed material or terms
1. Schedule 1 - Licensed Material: Detailed description of the licensed material, including technical specifications
2. Schedule 2 - Fee Schedule: Detailed breakdown of license fees, payment terms, and any variable pricing
3. Schedule 3 - Technical Requirements: Technical specifications and requirements for using the licensed material
4. Schedule 4 - Support Services: Detailed description of support and maintenance services if provided
5. Schedule 5 - Authorized Users: List of authorized users or user categories if license is restricted
6. Appendix A - Acceptable Use Policy: Detailed policies governing acceptable use of the licensed material
7. Appendix B - Security Requirements: Detailed security protocols and requirements if applicable
Relevant legal definitions
Clauses
Relevant Industries
Technology
Software Development
Media and Entertainment
Publishing
Telecommunications
Healthcare
Financial Services
Education
Manufacturing
Research and Development
Biotechnology
Gaming
Professional Services
Relevant Teams
Legal
Intellectual Property
Commercial
Information Technology
Software Development
Business Development
Compliance
Operations
Product Development
Research and Development
Licensing
Risk Management
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Director
Commercial Director
Chief Technology Officer
Software Development Manager
Content Licensing Manager
Business Development Manager
Contract Manager
Compliance Officer
Chief Legal Officer
IP Rights Administrator
Technology Transfer Officer
Product Manager
Chief Executive Officer
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