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Master Software License Agreement

Master Software License Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Master Software License Agreement

"I need a Master Software License Agreement for licensing our financial analytics software to banks in Hong Kong, with strict data security provisions and source code escrow arrangements, scheduled to launch in March 2025."

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Document background
The Master Software License Agreement serves as the primary contractual framework for software licensing arrangements between providers and enterprise customers in Hong Kong. This document is essential when establishing long-term software licensing relationships, particularly for business-critical applications and enterprise-wide deployments. It comprehensively addresses intellectual property rights, implementation requirements, support services, data protection, and compliance with Hong Kong regulations. The agreement typically includes multiple schedules detailing technical specifications, service levels, and pricing structures, making it suitable for complex software deployments where clear terms and robust protection are required. Its provisions are specifically tailored to align with Hong Kong's legal framework, including key ordinances governing electronic transactions, data privacy, and intellectual property rights.
Suggested Sections

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

2. Background: Context of the agreement, relationship between parties, and general purpose

3. Definitions: Comprehensive list of defined terms used throughout the agreement

4. License Grant: Scope, nature, and limitations of the software license, including territory and user restrictions

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

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

7. Delivery and Implementation: Software delivery method, acceptance testing, and implementation procedures

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

9. Data Protection and Security: Compliance with PDPO and data security requirements

10. Confidentiality: Protection of confidential information and trade secrets

11. Warranties and Representations: Standard warranties regarding software functionality and performance

12. Limitation of Liability: Liability caps and exclusions under Hong Kong law

13. Term and Termination: Duration, renewal, and termination provisions

14. Effect of Termination: Post-termination obligations and procedures

15. General Provisions: Standard boilerplate clauses including governing law, disputes, notices

Optional Sections

1. Source Code Escrow: Terms for source code escrow arrangements, used when critical to licensee's operations

2. Professional Services: Additional implementation or consulting services, if offered beyond standard support

3. Service Levels: Specific performance metrics and remedies, used for critical software deployments

4. Disaster Recovery: Business continuity provisions, important for mission-critical software

5. Third-Party Software: Terms relating to incorporated third-party software, if applicable

6. Export Controls: Compliance with export regulations, needed for international deployments

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

Suggested Schedules

1. Software Description: Detailed description of licensed software, modules, and functionality

2. License Fees: Detailed fee structure, payment schedules, and pricing terms

3. Technical Requirements: Hardware, software, and network requirements for operation

4. Service Level Agreement: Detailed performance metrics, response times, and service credits

5. Support Services: Detailed support procedures, escalation paths, and response times

6. Acceptable Use Policy: Rules and restrictions for software use

7. Security Requirements: Specific security standards and protocols to be followed

8. Data Processing Agreement: Detailed terms for handling personal data under PDPO

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions














































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Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

Retail

Professional Services

Education

Telecommunications

Insurance

Government

E-commerce

Banking

Logistics

Media and Entertainment

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Information Security

Risk Management

Finance

Operations

Technical Architecture

Vendor Management

Relevant Roles

Chief Technology Officer

Chief Information Officer

Head of Legal

IT Director

Procurement Manager

Software Licensing Manager

Legal Counsel

Information Security Officer

Risk Manager

Compliance Officer

Commercial Director

Head of IT Operations

Enterprise Architect

Vendor Management Lead

Contract 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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