The License Transfer Agreement is a crucial document used when a current licensee wishes to transfer their license rights to a new party under Hong Kong law. This type of agreement is commonly required in scenarios such as corporate restructuring, asset sales, or strategic business realignment. The document ensures compliance with Hong Kong's legal requirements, including necessary regulatory approvals and registrations with relevant authorities. It typically includes detailed provisions covering the scope of transfer, warranties, indemnities, and consent requirements from the original licensor. The agreement must address specific considerations under Hong Kong's intellectual property laws, competition regulations, and contract law principles. It's particularly important in sectors where intellectual property rights are significant assets and requires careful attention to both legal and commercial aspects of the transfer.
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1. Parties: Identification of the transferor (current licensee) and transferee (new licensee), including full legal names and registered addresses
2. Background: Context of the original license, reason for transfer, and confirmation of licensor's consent if required
3. Definitions: Key terms used throughout the agreement, including Licensed Rights, Effective Date, Original License Agreement
4. Transfer of License: Core provision transferring the license rights from transferor to transferee
5. Consideration: Payment or other consideration for the transfer of license rights
6. Effective Date and Term: When the transfer becomes effective and duration of the transferred license
7. Warranties and Representations: Transferor's warranties regarding right to transfer, no breaches, validity of license
8. Regulatory Compliance: Obligations regarding regulatory approvals and registrations
9. Liabilities and Indemnities: Allocation of risks and responsibilities between parties
10. Confidentiality: Protection of confidential information exchanged during transfer
11. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including notices, amendments, severability
1. Licensor Consent: Detailed terms of the original licensor's consent, required if not obtained separately
2. Transition Services: Include when transferor needs to provide support during transition period
3. Technology Transfer: Required when technical knowledge or support materials need to be transferred
4. Employee/Contractor Transfer: Needed if key personnel are being transferred with the license
5. Existing Claims: Allocation of responsibility for any existing claims or disputes
6. Tax Provisions: Detailed tax arrangements if significant tax implications exist
7. Competition Compliance: Specific provisions ensuring compliance with competition laws
8. Sub-license Provisions: Required if there are existing sub-licenses to be addressed
1. Schedule 1 - Original License Agreement: Copy or details of the original license agreement being transferred
2. Schedule 2 - Licensed Rights: Detailed description of the intellectual property rights covered by the license
3. Schedule 3 - Payment Terms: Detailed payment schedule, calculations, and mechanisms
4. Schedule 4 - Licensor Consent: Copy of consent from original licensor if obtained separately
5. Schedule 5 - Transition Plan: Detailed plan for implementing the transfer if complex transition needed
6. Schedule 6 - Existing Sub-licenses: List and details of any existing sub-licenses
7. Schedule 7 - Required Registrations: List of registrations and recordals required in different jurisdictions
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