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Software License Reseller Agreement

Software License Reseller Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Software License Reseller Agreement

"I need a Software License Reseller Agreement for my enterprise cybersecurity software company to appoint an exclusive distributor in Hong Kong and Macau, with strict data protection requirements and minimum annual revenue commitments of HKD 5 million starting March 2025."

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Document background
The Software License Reseller Agreement is essential for software companies expanding their distribution channels in Hong Kong and the Asia-Pacific region. This document is used when a software owner wishes to authorize third parties to resell, distribute, or integrate their software products into broader solutions. It addresses crucial aspects such as intellectual property protection under Hong Kong law, licensing terms, territorial rights, pricing structures, and compliance with local regulations including the Personal Data (Privacy) Ordinance and Electronic Transactions Ordinance. The agreement is particularly important in Hong Kong's dynamic technology market, where software distribution often involves cross-border transactions and requires clear framework for reseller relationships.
Suggested Sections

1. Parties: Identification of the software owner/licensor and the appointed reseller

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

3. Definitions: Key terms used throughout the agreement, including technical and commercial definitions

4. Appointment and Territory: Scope of reseller appointment and designated territory for operations

5. License Grant: Terms of the license granted to reseller, including sublicensing rights

6. Reseller Obligations: Core duties of the reseller including sales targets, marketing, and customer support

7. Licensor Obligations: Support, training, and resources to be provided by the software owner

8. Commercial Terms: Pricing, payment terms, commissions, and financial arrangements

9. Intellectual Property Rights: Protection of IP rights, usage of trademarks, and branding requirements

10. Confidentiality: Protection of confidential information and trade secrets

11. Term and Termination: Duration of agreement and circumstances for termination

12. Post-Termination: Obligations and rights after agreement ends

13. Warranties and Indemnities: Guarantees regarding software and mutual indemnification provisions

14. Limitation of Liability: Caps on liability and exclusions

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

Optional Sections

1. Minimum Purchase Commitments: Required when implementing specific sales targets or minimum order quantities

2. Marketing Requirements: Detailed marketing obligations and co-branding requirements if significant marketing is expected

3. Service Level Requirements: When reseller is required to provide technical support to end-users

4. Data Protection: Detailed data handling requirements when personal data processing is involved

5. Export Control: Required when software may be subject to export restrictions

6. Source Code Escrow: When source code escrow arrangements are needed for business continuity

7. Non-Competition: Restrictions on competing products when exclusivity is granted

8. Professional Services: When reseller will provide additional implementation or consulting services

Suggested Schedules

1. Schedule 1 - Software Description: Detailed technical specifications and features of the licensed software

2. Schedule 2 - Territory and Exclusivity: Detailed description of geographical territory and any exclusivity rights

3. Schedule 3 - Price List: Pricing structure, discounts, and commission rates

4. Schedule 4 - Service Level Agreement: Technical support and maintenance service levels

5. Schedule 5 - Marketing Guidelines: Brand guidelines and marketing requirements

6. Schedule 6 - Report Templates: Required formats for sales and performance reporting

7. Schedule 7 - Training Requirements: Required training programs and certification requirements

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

9. Appendix B - Support Procedures: Technical support escalation procedures and requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 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

Information Technology

Software Development

Technology Distribution

Enterprise Software

Cloud Services

E-commerce

Financial Technology

Healthcare Technology

Retail Technology

Educational Technology

Manufacturing Software

Professional Services

Telecommunications

Relevant Teams

Legal

Sales

Channel Management

Business Development

Commercial Operations

Partner Relations

Procurement

Compliance

Product Management

Software Licensing

Contract Administration

Relevant Roles

Chief Technology Officer

Head of Channel Sales

Partner Manager

Commercial Director

Legal Counsel

Software Licensing Manager

Business Development Manager

Channel Account Manager

Sales Director

Procurement Manager

Contract Manager

Partner Relations Manager

Distribution Manager

Alliance Manager

Compliance Officer

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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