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This Non Commercial License Software agreement is essential for organizations and individuals in Hong Kong who wish to distribute their software for non-commercial purposes while maintaining control over its use and protecting their intellectual property rights. The document is particularly relevant in scenarios involving academic research, educational purposes, or free community tools where software is shared without monetary compensation. It provides comprehensive coverage of usage rights, restrictions, and obligations under Hong Kong law, including specific provisions for intellectual property protection, liability limitations, and termination rights. This agreement type is commonly used by educational institutions, research organizations, and individual developers who want to make their software freely available while preventing commercial exploitation. The document incorporates key elements of Hong Kong's intellectual property and contract law framework, ensuring enforceability while facilitating beneficial non-commercial use of software resources.

1. Parties: Identification of the licensor and licensee, including full legal names and addresses

2. Background: Context of the agreement, brief description of the software, and purpose of the license

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Software', 'Documentation', 'Intellectual Property Rights', and 'Non-Commercial Use'

4. Grant of License: Specific terms of the license grant, including scope, territory, and explicit statement of non-commercial nature

5. Restrictions on Use: Clear prohibitions on commercial use, redistribution, modification, and other restricted activities

6. Intellectual Property Rights: Assertion of ownership rights and protection of the licensor's IP

7. Licensee Obligations: Key responsibilities of the licensee including security measures and usage compliance

8. Term and Termination: Duration of the license and circumstances under which it can be terminated

9. Disclaimer of Warranties: Limitations on warranties for non-commercial software

10. Limitation of Liability: Restrictions on licensor's liability consistent with non-commercial nature

11. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction