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1. Parties: Identifies the advisor and the client, including their respective legal names, registration numbers, and registered addresses
2. Background: Sets out the context of the agreement, including the client's needs and advisor's qualifications
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Appointment and Scope of Services: Defines the specific advisory services to be provided and the terms of the advisor's appointment
5. Term and Termination: Specifies the duration of the agreement and circumstances under which it can be terminated
6. Fees and Payment: Details the compensation structure, payment terms, and expenses
7. Obligations of the Advisor: Outlines the advisor's duties, standards of service, and compliance requirements
8. Obligations of the Client: Specifies the client's responsibilities, including providing necessary information and cooperation
9. Confidentiality: Addresses the handling and protection of confidential information
10. Intellectual Property: Establishes ownership and usage rights of any IP created during the advisory services
11. Liability and Indemnification: Sets out liability limitations and indemnification obligations
12. Force Majeure: Addresses circumstances beyond parties' control affecting performance
13. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes
14. General Provisions: Includes standard boilerplate clauses such as notices, amendments, and assignment
1. Non-Competition: Restricts advisor from competing activities - include when advisor may have access to sensitive market information
2. Non-Solicitation: Prevents poaching of employees/clients - relevant for long-term advisory relationships
3. Insurance: Specifies required insurance coverage - important for high-risk advisory services
4. Data Protection: Detailed data handling procedures - essential when personal data processing is involved
5. Compliance with Anti-Corruption Laws: Detailed anti-corruption provisions - crucial for government-related or high-value advisory services
6. Service Levels: Specific performance metrics - relevant for ongoing advisory services with measurable outputs
7. Dispute Resolution: Alternative dispute resolution procedures - useful for complex advisory relationships
8. Key Personnel: Identifies specific individuals responsible for service delivery - important for specialized advisory services
1. Schedule 1 - Scope of Services: Detailed description of advisory services, deliverables, and timelines
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, payment structure, and expense categories
3. Schedule 3 - Service Levels: Specific performance metrics and service standards if applicable
4. Schedule 4 - Key Personnel: Details of key team members and their roles if specific individuals are crucial
5. Schedule 5 - Compliance Requirements: Specific regulatory or compliance requirements applicable to the services
6. Appendix A - Required Forms and Templates: Standard forms for reporting, invoicing, or service requests
7. Appendix B - Client Policies: Relevant client policies that advisor must comply with
Advisor
Advisory Services
Affiliate
Applicable Law
Business Day
Change Order
Client
Client Materials
Commencement Date
Confidential Information
Deliverables
Fees
Force Majeure Event
Good Industry Practice
Group
Intellectual Property Rights
Key Personnel
Loss
Material Breach
Personal Data
Project
Records
Representatives
Reports
Schedule
Scope of Services
Service Levels
Term
Territory
Third Party
Working Hours
Work Product
Appointment
Term
Services
Fees and Payment
Expenses
Service Standards
Client Obligations
Advisor Obligations
Key Personnel
Reporting
Record Keeping
Warranties
Representations
Confidentiality
Data Protection
Intellectual Property
Non-Competition
Non-Solicitation
Liability
Indemnification
Insurance
Force Majeure
Termination
Consequences of Termination
Assignment
Subcontracting
Notices
Amendment
Waiver
Severability
Entire Agreement
Third Party Rights
Relationship of Parties
Dispute Resolution
Governing Law
Jurisdiction
Financial Services
Professional Services
Technology
Healthcare
Real Estate
Manufacturing
Education
Telecommunications
Energy
Infrastructure
Retail
Hospitality
Environmental Services
Transportation
Media and Entertainment
Legal
Procurement
Finance
Compliance
Risk Management
Operations
Business Development
Project Management
Strategy
Administrative
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Procurement Manager
Contract Manager
Business Development Director
Operations Director
Risk Manager
Compliance Officer
Project Manager
Management Consultant
Financial Advisor
Technical Consultant
Strategy Director
Department Head
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