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Trade Secret License Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Trade Secret License Agreement

"I need a Trade Secret License Agreement under Hong Kong law to license our proprietary manufacturing process to a mainland China-based manufacturer, with strict security protocols and quarterly royalty payments starting March 2025."

Document background
The Trade Secret License Agreement is essential for businesses operating in Hong Kong who wish to monetize their confidential information while maintaining control over its use and dissemination. This document is particularly relevant in today's knowledge-based economy where proprietary information often represents significant business value. It enables companies to expand their market reach or manufacturing capabilities by licensing their trade secrets to trusted partners while establishing robust protection mechanisms. The agreement incorporates Hong Kong's common law framework for confidential information protection, as Hong Kong lacks specific trade secret legislation. It's commonly used in technology transfers, manufacturing arrangements, and research collaborations, providing a structured framework for protecting valuable business information while enabling commercial exploitation.
Suggested Sections

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

2. Background: Context of the agreement, nature of the trade secrets, and general purpose of the licensing arrangement

3. Definitions: Detailed definitions of key terms including 'Trade Secrets', 'Confidential Information', 'Licensed Rights', 'Territory', and other relevant terms

4. Grant of License: Scope of the license, including permitted uses, territory, and any field-of-use restrictions

5. License Fees and Payment Terms: Financial terms, including royalties, payment schedules, and reporting requirements

6. Protection of Trade Secrets: Specific measures required to maintain confidentiality and protect the trade secrets

7. Security Measures: Required physical, technical, and administrative security measures to be implemented

8. Authorized Users: Definition and restrictions on who can access the trade secrets within licensee's organization

9. Term and Termination: Duration of the agreement and circumstances allowing termination

10. Post-Termination Obligations: Obligations surviving termination, including ongoing confidentiality duties and return of materials

11. Warranties and Representations: Warranties regarding ownership, right to license, and non-infringement

12. Indemnification: Mutual or one-way indemnification provisions for breach or misuse

13. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction for dispute reºìÐÓÖ±²¥

14. General Provisions: Standard boilerplate clauses including assignment, severability, and entire agreement

Optional Sections

1. Improvements and Modifications: Rights and obligations regarding improvements to the trade secrets, used when innovation is expected

2. Sublicensing Rights: Terms governing the licensee's right to sublicense, if permitted

3. Quality Control: Standards and inspection rights for products/services using the trade secrets, relevant for manufacturing licenses

4. Training and Support: Terms for technical assistance and training, important when complex technical knowledge is involved

5. Export Control: Export restrictions and compliance requirements, necessary for international use

6. Insurance: Insurance requirements for licensee, relevant for high-risk applications

7. Alternative Dispute ReºìÐÓÖ±²¥: Mediation or arbitration procedures, useful for international parties

8. Source Code Escrow: Escrow arrangements for software-related trade secrets

9. Change of Control: Provisions addressing change in ownership of either party

Suggested Schedules

1. Schedule 1 - Licensed Trade Secrets: Detailed description of the trade secrets being licensed

2. Schedule 2 - Security Protocols: Specific security measures and procedures to be followed

3. Schedule 3 - Authorized Personnel: List of individuals authorized to access the trade secrets

4. Schedule 4 - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms

5. Schedule 5 - Required Training: Training requirements and procedures for authorized users

6. Appendix A - Technical Documentation: Technical specifications and implementation guidelines

7. Appendix B - Audit Procedures: Procedures for conducting compliance audits

8. Appendix C - Incident Response Plan: Procedures for handling security breaches or unauthorized disclosures

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºìÐÓÖ±²¥ | 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

Manufacturing

Pharmaceuticals

Biotechnology

Chemical Industry

Software Development

Food & Beverage

Electronics

Automotive

Aerospace

Research & Development

Industrial Engineering

Consumer Goods

Energy

Telecommunications

Relevant Teams

Legal

Intellectual Property

Research & Development

Engineering

Information Security

Operations

Business Development

Technology Transfer

Compliance

Manufacturing

Innovation

Relevant Roles

Chief Technology Officer

Intellectual Property Counsel

Head of Research & Development

Chief Legal Officer

Licensing Manager

Technology Transfer Director

Innovation Manager

Commercial Director

Chief Operating Officer

IP Portfolio Manager

Business Development Director

General Counsel

Manufacturing Director

Head of Engineering

Chief Security 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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