The Software License And Service Agreement is a critical commercial contract used when a software provider wishes to license their software and provide related services to customers in Hong Kong or under Hong Kong law. This document is essential for both SaaS and on-premise software deployments, establishing the legal framework for software usage, service delivery, and ongoing support. It addresses key commercial and legal requirements including intellectual property protection, data privacy compliance, service level commitments, and risk allocation between parties. The agreement is designed to comply with Hong Kong's legal framework, including the Personal Data (Privacy) Ordinance, Electronic Transactions Ordinance, and Contract Law, while providing flexibility to accommodate various business models and customer requirements.
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1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, brief description of the software and services
3. Definitions: Defined terms used throughout the agreement
4. License Grant: Scope of software license, usage rights, and restrictions
5. Services: Description of services to be provided, including maintenance and support
6. Customer Obligations: Customer's responsibilities and acceptable use requirements
7. Fees and Payment: Payment terms, fee structure, and invoicing details
8. Intellectual Property Rights: IP ownership, protection, and infringement provisions
9. Confidentiality: Protection of confidential information and trade secrets
10. Data Protection: Data handling, privacy compliance, and security requirements
11. Warranties: Software and service warranties, disclaimers
12. Limitation of Liability: Liability caps and exclusions
13. Term and Termination: Duration, renewal, and termination provisions
14. General Provisions: Standard boilerplate clauses including governing law, notices, assignment
1. Professional Services: Details of implementation, configuration, or consulting services if offered
2. Service Level Agreement: Specific performance metrics and remedies, typically for SaaS solutions
3. Disaster Recovery: Business continuity and disaster recovery procedures for cloud services
4. Audit Rights: Rights to audit usage and compliance, typically for enterprise licenses
5. Insurance: Insurance requirements, typically for enterprise or high-value agreements
6. Change Control: Process for managing changes to services or specifications
7. Export Control: Export compliance provisions for international usage
8. Source Code Escrow: Source code escrow provisions for business-critical software
1. Schedule 1 - Software Description: Detailed description of the software, features, and specifications
2. Schedule 2 - Service Specifications: Detailed description of maintenance, support, and other services
3. Schedule 3 - Service Levels: Service level metrics, measurement, and service credits
4. Schedule 4 - Fees: Detailed fee structure, pricing tiers, and payment schedules
5. Schedule 5 - Technical Requirements: System requirements and technical specifications
6. Schedule 6 - Data Processing Agreement: Detailed data protection and processing terms if personal data is involved
7. Schedule 7 - Support Policy: Detailed support procedures, response times, and escalation process
8. Appendix A - Acceptable Use Policy: Detailed terms of acceptable use and restrictions
Relevant legal definitions
Acceptance Tests
Affiliate
Authorized Users
Business Day
Confidential Information
Customer Data
Data Protection Laws
Documentation
Effective Date
Fees
Force Majeure Event
Good Industry Practice
Implementation Services
Initial Term
Intellectual Property Rights
License
License Fees
Maintenance Services
Material Breach
Personal Data
Professional Services
Renewal Term
Service Credits
Service Levels
Services
Software
Software Updates
Source Code
Specifications
Support Hours
Support Services
System Requirements
Term
Third Party Software
User Acceptance
Virus
Working Hours
Affiliate
Authorized Users
Business Day
Confidential Information
Customer Data
Data Protection Laws
Documentation
Effective Date
Fees
Force Majeure Event
Good Industry Practice
Implementation Services
Initial Term
Intellectual Property Rights
License
License Fees
Maintenance Services
Material Breach
Personal Data
Professional Services
Renewal Term
Service Credits
Service Levels
Services
Software
Software Updates
Source Code
Specifications
Support Hours
Support Services
System Requirements
Term
Third Party Software
User Acceptance
Virus
Working Hours
Clauses
License Grant
Service Provision
Fees and Payment
Intellectual Property
Confidentiality
Data Protection
Service Levels
Support and Maintenance
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Assignment
Audit Rights
Acceptable Use
Change Control
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Third Party Rights
Anti-Corruption
Insurance
Disaster Recovery
Security Requirements
Implementation
Training
Documentation
Export Control
Service Provision
Fees and Payment
Intellectual Property
Confidentiality
Data Protection
Service Levels
Support and Maintenance
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Assignment
Audit Rights
Acceptable Use
Change Control
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Third Party Rights
Anti-Corruption
Insurance
Disaster Recovery
Security Requirements
Implementation
Training
Documentation
Export Control
Relevant Industries
Technology
Financial Services
Healthcare
Retail
Manufacturing
Professional Services
Education
Telecommunications
E-commerce
Media and Entertainment
Government and Public Sector
Insurance
Relevant Teams
Legal
Information Technology
Procurement
Compliance
Information Security
Software Development
Operations
Commercial
Risk Management
Data Protection
Business Development
Vendor Management
Relevant Roles
Chief Technology Officer
Chief Information Officer
Head of Legal
Commercial Director
IT Director
Procurement Manager
Software Development Manager
Legal Counsel
Compliance Officer
Information Security Manager
Data Protection Officer
Contract Manager
Business Development Manager
Operations Director
Risk Manager
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