Perpetual License Agreement Template for Hong Kong

A comprehensive legal document governed by Hong Kong law that establishes a permanent, non-revocable license for intellectual property usage. The agreement details the terms and conditions under which the licensee can use the licensor's intellectual property indefinitely, including payment terms, usage restrictions, and protection of IP rights. It incorporates Hong Kong's specific legal requirements regarding contract formation, intellectual property protection, and data privacy, while ensuring compliance with local regulatory frameworks. The document provides clear mechanisms for dispute resolution under Hong Kong jurisdiction and includes provisions for maintaining the validity of the license while protecting both parties' interests.

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What is a Perpetual License Agreement?

The Perpetual License Agreement is essential for businesses seeking to establish long-term, permanent rights to use intellectual property without the need for renewal. This document is particularly relevant in Hong Kong's dynamic business environment, where technology transfer and IP licensing are common across various industries. It serves as a crucial tool for companies looking to secure permanent access to software, technology, content, or other intellectual property while ensuring compliance with Hong Kong's legal framework. The agreement typically includes detailed provisions on usage rights, territorial restrictions, payment terms, and protection mechanisms for both parties' interests. It's commonly used in software licensing, technology transfer, patent licensing, and content distribution scenarios where a one-time permanent grant of rights is preferred over periodic renewal arrangements.

What sections should be included in a Perpetual License Agreement?

1. Parties: Identifies and provides full details of the licensor and licensee

2. Background: Explains the context of the agreement, including brief description of the licensed property and the parties' intention to enter into a perpetual license arrangement

3. Definitions: Defines key terms used throughout the agreement, including 'Licensed Property', 'Intellectual Property Rights', 'Territory', and 'Permitted Use'

4. Grant of License: Specifies the scope, nature (perpetual, irrevocable), and territory of the license, including any usage restrictions

5. License Fees: Details the one-time payment or payment structure for the perpetual license

6. Intellectual Property Rights: Confirms the licensor's ownership of the IP and the licensee's obligations to respect and protect these rights

7. Licensee Obligations: Sets out the licensee's responsibilities regarding use, protection, and maintenance of the licensed property

8. Warranties and Representations: Contains the licensor's warranties regarding ownership, right to license, and non-infringement

9. Limitation of Liability: Defines the extent and limitations of each party's liability under the agreement

10. Indemnification: Outlines mutual or one-way indemnification obligations for various risks

11. Confidentiality: Establishes obligations regarding the protection of confidential information

12. Termination: Despite being perpetual, specifies circumstances for termination (e.g., material breach) and consequences

13. General Provisions: Includes standard boilerplate clauses such as governing law, notices, assignment, and entire agreement

What sections are optional to include in a Perpetual License Agreement?

1. Quality Control: Include when the licensed property requires specific quality standards or compliance requirements

2. Sublicensing Rights: Include when the licensee may be granted rights to sublicense to third parties

3. Source Code Escrow: Include for software licenses where source code access may be required under specific conditions

4. Support and Maintenance: Include if ongoing technical support or maintenance services are part of the agreement

5. Export Control: Include when the licensed property may be subject to export control regulations

6. Data Protection: Include when the licensed property involves processing of personal data

7. Audit Rights: Include when the licensor needs rights to audit the licensee's use of the licensed property

8. Competition Compliance: Include when the license terms might impact market competition

What schedules should be included in a Perpetual License Agreement?

1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being licensed, including technical specifications

2. Schedule 2 - License Fees: Detailed breakdown of the license fees and payment terms

3. Schedule 3 - Technical Requirements: Technical specifications, system requirements, or implementation requirements

4. Schedule 4 - Service Levels: Performance standards and metrics if applicable

5. Schedule 5 - Permitted Uses: Detailed description of allowed uses and any territorial or other restrictions

6. Appendix A - Form of Acceptance Tests: If applicable, criteria for accepting the licensed property

7. Appendix B - Security Requirements: Security standards and protocols that must be followed

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

Jurisdiction

Hong Kong

Publisher

Genie AI

Cost

Free to use

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