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Software Sales Contract Template for Hong Kong

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Key Requirements PROMPT example:

Software Sales Contract

"I need a Software Sales Contract for selling our enterprise-level accounting software to a Hong Kong-based bank, including provisions for customization services and ongoing maintenance support starting from March 2025."

Document background
The Software Sales Contract serves as the primary legal instrument for software vendors and purchasers conducting business in Hong Kong. This document is essential when organizations wish to purchase software licenses, whether for standard or customized software solutions. It addresses critical aspects such as license scope, implementation, maintenance, and support services while ensuring compliance with Hong Kong's legal framework, including the Electronic Transactions Ordinance and Personal Data (Privacy) Ordinance. The contract is particularly important in the current digital economy where software transactions form a crucial part of business operations. It provides clear terms for software delivery, acceptance testing, warranty provisions, and ongoing support obligations, while protecting both parties' interests under Hong Kong's common law system.
Suggested Sections

1. Parties: Identification and details of the vendor and purchaser

2. Background: Context of the agreement and general commercial intent

3. Definitions: Definitions of key terms used throughout the agreement

4. Software License Grant: Scope and nature of the software license being granted

5. Delivery and Installation: Terms regarding software delivery, installation, and acceptance testing

6. Payment Terms: Price, payment schedule, and related financial terms

7. Intellectual Property Rights: IPR ownership, protection, and infringement provisions

8. Warranties: Software warranties, performance guarantees, and warranty disclaimers

9. Support and Maintenance: Terms for ongoing support and maintenance services

10. Confidentiality: Protection of confidential information and trade secrets

11. Limitation of Liability: Liability caps and exclusions

12. Term and Termination: Duration, renewal, and termination provisions

13. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

Optional Sections

1. Data Protection: Required if the software processes personal data or when compliance with PDPO is needed

2. Third-Party Software: Include when the software incorporates third-party components or dependencies

3. Export Controls: Required for software subject to export control regulations

4. Source Code Escrow: Optional provision for source code protection and access rights

5. Training: Include if training services are part of the agreement

6. Customization: Required if software customization services are included

7. Service Level Agreement: Include for software with specific performance requirements or uptime guarantees

Suggested Schedules

1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the software

2. Schedule 2 - License Terms: Detailed license terms, restrictions, and permitted uses

3. Schedule 3 - Fees and Payment Schedule: Detailed breakdown of all fees, payment milestones, and payment terms

4. Schedule 4 - Support and Maintenance Services: Detailed description of support levels, response times, and maintenance services

5. Schedule 5 - Acceptance Testing: Acceptance criteria and testing procedures

6. Appendix A - Technical Requirements: System requirements and technical specifications for software operation

7. Appendix B - Service Level Metrics: Detailed performance metrics and measurement criteria

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
















































Clauses






































Relevant Industries

Information Technology

Financial Services

Healthcare

Education

Retail

Manufacturing

Professional Services

Telecommunications

E-commerce

Government and Public Sector

Insurance

Banking

Logistics and Supply Chain

Real Estate

Relevant Teams

Legal

Information Technology

Procurement

Sales

Compliance

Finance

Operations

Risk Management

Commercial

Vendor Management

Software Development

Technical Support

Relevant Roles

Chief Information Officer

IT Director

Procurement Manager

Legal Counsel

Software Sales Manager

Contract Manager

Chief Technology Officer

IT Project Manager

Compliance Officer

Commercial Director

Software Licensing Manager

Chief Financial Officer

Head of IT

General Counsel

Sales Director

Technology Procurement Specialist

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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