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.
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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
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
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
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Software License Reseller Agreement
A Hong Kong law-governed agreement establishing terms for software resale and distribution rights between a software owner and authorized reseller.
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