The Software Distribution License Agreement is essential for software companies looking to expand their market reach through third-party distributors in Hong Kong and potentially across Asia. This document is typically used when a software owner wants to authorize another company to distribute their software products while maintaining control over their intellectual property and ensuring quality standards. The agreement must comply with Hong Kong's legal framework, including the Copyright Ordinance (Cap. 528) and Personal Data (Privacy) Ordinance (Cap. 486). It covers critical aspects such as distribution rights, territory definitions, revenue sharing models, technical support requirements, and compliance obligations. This type of agreement is particularly important in Hong Kong's dynamic technology market, where international software companies often partner with local distributors to penetrate the Asian market.
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1. Parties: Identification of licensor and distributor, including registered addresses and company details
2. Background: Context of the agreement, brief description of the software, and the parties' intentions
3. Definitions: Defined terms used throughout the agreement, including technical terms specific to the software
4. Grant of License: Scope of distribution rights, territory, and terms of the license granted to the distributor
5. Distribution Rights and Obligations: Specific rights and responsibilities of the distributor, including sales targets and reporting
6. License Fees and Payment Terms: Financial terms, including license fees, royalties, payment schedule, and reporting requirements
7. Intellectual Property Rights: Ownership of IP, protection measures, and handling of infringement claims
8. Confidentiality: Protection of confidential information and trade secrets
9. Warranties and Representations: Warranties regarding software ownership, performance, and compliance with laws
10. Limitation of Liability: Limitations on liability and indemnification provisions
11. Term and Termination: Duration of agreement, renewal terms, and termination rights
12. Post-Termination Obligations: Obligations of parties after termination, including return of materials
13. General Provisions: Standard clauses including governing law, dispute resolution, and entire agreement
1. Source Code Access: Terms for access to source code, if provided. Include when distributor needs code access for customization
2. Sub-licensing Rights: Terms for allowing distributor to sub-license the software. Include when multi-tier distribution is permitted
3. Professional Services: Terms for additional services like implementation or customization. Include when services are part of the distribution arrangement
4. Marketing and Promotion: Specific requirements for marketing the software. Include when distributor has marketing obligations
5. Training and Support: Terms for training and support services. Include when distributor provides first-line support
6. Quality Control: Quality assurance requirements. Include when distributor handles software implementation
7. Third-Party Components: Terms relating to third-party software components. Include when software incorporates third-party elements
8. Data Protection: Specific data protection obligations. Include when software processes personal data
9. Export Control: Export control compliance. Include when software is subject to export restrictions
1. Schedule 1 - Software Description: Detailed description of the software, including specifications and functionality
2. Schedule 2 - License Fees and Royalties: Detailed breakdown of all financial terms and calculation methods
3. Schedule 3 - Service Level Agreement: Performance standards, support levels, and response times
4. Schedule 4 - Territory and Excluded Territories: Detailed description of authorized distribution territories
5. Schedule 5 - Minimum Requirements: Technical requirements for operating the software
6. Schedule 6 - Approved Sub-distributors: List of approved sub-distributors if applicable
7. Appendix A - End User License Agreement: Standard EULA to be used with end customers
8. Appendix B - Trademark Usage Guidelines: Guidelines for using licensor's trademarks and branding
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