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License Transfer Agreement for Hong Kong

License Transfer Agreement Template for Hong Kong

A comprehensive legal document governed by Hong Kong law that facilitates the transfer of license rights from one party to another. This agreement ensures the smooth transition of licensed intellectual property rights, technologies, or other licensed assets while maintaining compliance with Hong Kong's legal framework. It addresses key aspects such as transfer terms, warranties, regulatory requirements, and necessary registrations, incorporating specific provisions required under Hong Kong's intellectual property and contract laws. The document typically requires consideration of various ordinances including the Copyright Ordinance, Trade Marks Ordinance, and Competition Ordinance.

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What is a License Transfer Agreement?

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.

What sections should be included in a License Transfer Agreement?

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

What sections are optional to include in a License Transfer Agreement?

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

What schedules should be included in a License Transfer Agreement?

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

Authors

Alex Denne

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

Jurisdiction

Hong Kong

Publisher

Ƶ

Document Type

Licensing Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions















































Clauses









































Relevant Industries

Technology

Pharmaceuticals

Manufacturing

Software Development

Entertainment

Media

Telecommunications

Biotechnology

Consumer Goods

Automotive

Research and Development

Healthcare

Relevant Teams

Legal

Intellectual Property

Business Development

Compliance

Finance

Commercial

Research and Development

Technology Transfer

Corporate Strategy

Mergers and Acquisitions

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Business Development Manager

Chief Legal Officer

Chief Technology Officer

Commercial Director

Compliance Officer

Contract Manager

IP Rights Administrator

General Counsel

Technology Transfer Officer

Chief Executive Officer

Chief Financial Officer

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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