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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 purpose of the licensing arrangement
3. Definitions: Definitions of key terms used throughout the agreement including Software, Subscription Period, Authorized Users, etc.
4. Grant of License: Scope of the license, usage rights, and any territorial or user limitations
5. Subscription Terms: Duration, renewal mechanisms, and subscription period details
6. Fees and Payment: Subscription fees, payment terms, billing cycles, and payment methods
7. User Access and Authentication: Rules for user authentication, access controls, and account management
8. Service Levels: Performance standards, availability commitments, and support services
9. Data Protection and Security: Data handling obligations, security measures, and privacy compliance
10. Intellectual Property Rights: IP ownership, restrictions, and protection measures
11. Confidentiality: Protection of confidential information and trade secrets
12. Warranties and Disclaimers: Software warranties, performance guarantees, and limitation of warranties
13. Limitation of Liability: Liability caps and exclusions in compliance with Hong Kong law
14. Term and Termination: Agreement duration, termination rights, and post-termination obligations
15. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement
1. Professional Services: Include when additional implementation, training, or consulting services are provided
2. Third-Party Integrations: Include when the software interfaces with third-party applications or services
3. High Availability and Disaster Recovery: Include for mission-critical software requiring specific uptime guarantees
4. Source Code Escrow: Include when source code escrow arrangements are required for business continuity
5. Export Controls: Include when software is subject to international trade restrictions
6. Audit Rights: Include when licensor requires rights to audit licensee's usage and compliance
7. Customer Data Migration: Include when specific provisions for data migration at termination are needed
8. White Labeling: Include when software can be rebranded by the licensee
9. Insurance Requirements: Include when specific insurance coverage is required from either party
1. Schedule 1 - Software Description: Detailed description of the software, modules, and functionality
2. Schedule 2 - Service Level Agreement: Detailed service levels, support hours, and response times
3. Schedule 3 - Fee Schedule: Detailed breakdown of subscription fees, payment terms, and pricing tiers
4. Schedule 4 - Technical Requirements: Software system requirements, supported platforms, and technical specifications
5. Schedule 5 - Support Services: Description of support services, maintenance, and upgrade procedures
6. Schedule 6 - Data Processing Agreement: Detailed terms for personal data processing and privacy compliance
7. Appendix A - Authorized Users: Definition and categories of authorized users and access levels
8. Appendix B - Security Requirements: Detailed security protocols and requirements for both parties
Affiliate
Agreement
API
Authorized Users
Business Day
Confidential Information
Configuration
Customer Data
Data Protection Laws
Documentation
Effective Date
Emergency Maintenance
Fees
Force Majeure Event
HKSAR
Initial Term
Intellectual Property Rights
License Metrics
Maintenance Window
Malicious Code
Modifications
Normal Business Hours
Notice
Personal Data
Planned Maintenance
Platform
Renewal Term
SaaS Services
Schedule
Security Breach
Service Credits
Service Levels
Software
Source Code
Subscription Period
Subscription Plan
Support Services
System Requirements
Term
Territory
Third-Party Components
Updates
Upgrades
User Credentials
Virus
Vulnerability
Subscription Terms
Payment
Service Levels
Support Services
Implementation
Access Rights
User Authentication
Usage Restrictions
Intellectual Property
Data Protection
Privacy Compliance
Confidentiality
Security Requirements
Performance Standards
Maintenance
Updates and Upgrades
Warranties
Indemnification
Limitation of Liability
Force Majeure
Term and Termination
Audit Rights
Assignment
Subcontracting
Dispute Resolution
Governing Law
Jurisdiction
Notice
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Counterparts
Compliance with Laws
Export Control
Anti-Corruption
Insurance
Business Continuity
Disaster Recovery
Technology
Financial Services
Healthcare
E-commerce
Manufacturing
Professional Services
Education
Telecommunications
Retail
Banking
Insurance
Media and Entertainment
Logistics
Real Estate
Government and Public Sector
Legal
Information Technology
Procurement
Compliance
Information Security
Finance
Risk Management
Operations
Software Development
Vendor Management
Data Protection
Commercial Operations
Enterprise Architecture
Chief Technology Officer
IT Director
Legal Counsel
Procurement Manager
Software Development Manager
Compliance Officer
Information Security Manager
Contract Manager
Chief Information Officer
Data Protection Officer
Enterprise Architect
Vendor Management Officer
Chief Financial Officer
Risk Manager
Operations Director
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