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Sublicensable License Template for Hong Kong

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Key Requirements PROMPT example:

Sublicensable License

"I need a Sublicensable License agreement for a software platform that we're licensing to a Hong Kong distributor from January 2025, with rights for them to sublicense to local enterprises in mainland China and Taiwan, including specific quality control requirements and quarterly royalty reporting."

Document background
This Sublicensable License agreement is designed for use in situations where a licensee requires both the right to use intellectual property and the ability to grant sublicenses to third parties. It is particularly relevant in the Hong Kong market and wider Asia-Pacific region, where multi-tier distribution and licensing arrangements are common. The document addresses key considerations under Hong Kong law, including intellectual property protection, contract enforceability, and competition law compliance. It includes detailed provisions for quality control, royalty reporting, and sublicense management, making it suitable for complex commercial arrangements where intellectual property needs to be deployed through multiple channels or territories. The agreement is structured to protect the licensor's interests while providing flexibility for the licensee to maximize the commercial potential of the licensed intellectual property through sublicensing.
Suggested Sections

1. Parties: Identifies and provides details of the licensor and licensee

2. Background: Sets out the context of the agreement, including ownership of the licensed material and intention to grant sublicensing rights

3. Definitions: Defines key terms used throughout the agreement, including 'Licensed Material', 'Territory', 'Sublicensees', etc.

4. Grant of License: Details the scope of the license, including territory, exclusivity, and explicit right to sublicense

5. Sublicensing Rights and Obligations: Specifies the terms under which the licensee may grant sublicenses and obligations regarding sublicensees

6. Payment Terms: Details license fees, royalties, and payment schedules, including treatment of sublicense revenue

7. Protection of Licensed Material: Outlines measures to protect the licensed material, including quality control and monitoring

8. Representations and Warranties: Contains standard warranties about ownership, right to license, and non-infringement

9. Term and Termination: Specifies duration, renewal options, and termination rights, including effect on sublicenses

10. Confidentiality: Protects confidential information exchanged during the license relationship

11. General Provisions: Standard boilerplate clauses including governing law, dispute resolution, and notices

Optional Sections

1. Quality Control: Required when licensed material includes trademarks or requires specific quality standards

2. Minimum Performance Requirements: Used when the license includes sales targets or minimum royalty requirements

3. Technical Support: Needed when the licensor provides technical assistance or maintenance

4. Source Code Escrow: Required for software licenses where source code protection is necessary

5. Data Protection: Required when licensed material involves personal data processing

6. Export Control: Needed when licensed material may be subject to export regulations

7. Development Obligations: Used when licensee is required to develop or improve the licensed material

8. Marketing Requirements: Included when specific marketing obligations are imposed on licensee or sublicensees

Suggested Schedules

1. Licensed Material: Detailed description of the intellectual property being licensed

2. Approved Form of Sublicense: Template or minimum terms required in sublicense agreements

3. Fee Schedule: Detailed breakdown of license fees, royalty calculations, and payment terms

4. Technical Specifications: Technical details and requirements for using the licensed material

5. Quality Control Standards: Specific quality requirements and testing procedures

6. Approved Sublicensees: List of pre-approved sublicensees or criteria for approval

7. Territory Restrictions: Detailed breakdown of territorial restrictions and exclusions

8. Reporting Requirements: Templates and schedules for required reports on usage and sublicensing

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

Technology

Software Development

Manufacturing

Pharmaceuticals

Media and Entertainment

Telecommunications

Biotechnology

Consumer Products

Fashion and Luxury Goods

Gaming and Interactive Entertainment

Research and Development

Electronics

Relevant Teams

Legal

Intellectual Property

Business Development

Commercial

Licensing

Research and Development

Product Development

Compliance

Strategy

Technology Transfer

Corporate Development

Relevant Roles

Chief Legal Officer

IP Counsel

Licensing Manager

Commercial Director

Business Development Manager

Contract Manager

Chief Technology Officer

Head of Intellectual Property

General Counsel

VP of Strategic Partnerships

Legal Director

Technology Transfer Officer

Compliance Officer

IP Portfolio Manager

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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