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1. Parties: Identifies and provides full legal details of both contracting parties
2. Background: Sets out the context and purpose of the agreement, including any relevant business relationship history
3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent ambiguity
4. Scope of Agreement: Clearly outlines what is covered under the agreement and the general obligations of each party
5. Term and Termination: Specifies the duration of the agreement and circumstances under which it can be terminated
6. Payment Terms: Details the financial arrangements, including pricing, payment schedule, and payment methods
7. Obligations and Responsibilities: Specifies detailed responsibilities and obligations of each party
8. Representations and Warranties: Contains statements of fact and promises made by each party
9. Confidentiality: Establishes obligations regarding confidential information handling and protection
10. Liability and Indemnification: Sets out liability limitations and indemnification obligations
11. Force Majeure: Addresses circumstances beyond parties' control that may affect performance
12. Governing Law and Jurisdiction: Specifies Hong Kong as the governing law and jurisdiction for dispute resolution
13. General Provisions: Contains standard boilerplate clauses including notices, amendments, and assignment
14. Execution: Formal signing section with date and signature blocks for both parties
1. Intellectual Property Rights: Include when the agreement involves creation, licensing, or use of intellectual property
2. Data Protection: Include when personal data or sensitive information will be processed or shared
3. Service Levels: Include when specific performance standards or metrics need to be maintained
4. Insurance: Include when parties need to maintain specific insurance coverage
5. Compliance with Laws: Include when specific regulatory compliance requirements need to be addressed
6. Anti-Corruption: Include when dealing with government entities or high-risk jurisdictions
7. Non-Competition: Include when protecting business interests from competitive activities
8. Assignment and Subcontracting: Include when rights to transfer obligations or use subcontractors need to be addressed
9. Dispute Resolution: Include when specific dispute resolution procedures (like mediation before arbitration) are required
10. Change Control: Include when the agreement may need formal procedures for making changes to scope or services
1. Schedule 1 - Services Description: Detailed description of services or deliverables to be provided
2. Schedule 2 - Pricing and Payment Schedule: Detailed breakdown of prices, rates, and payment milestones
3. Schedule 3 - Service Levels and KPIs: Specific performance metrics and service level requirements
4. Schedule 4 - Contact Details: Key contact persons and their details for both parties
5. Schedule 5 - Technical Requirements: Technical specifications or requirements relevant to the agreement
6. Appendix A - Form of Notice: Template for formal notices under the agreement
7. Appendix B - Change Request Form: Standard form for requesting and documenting changes
8. Appendix C - Compliance Requirements: Specific regulatory or compliance requirements applicable to the agreement
Applicable Law
Business Day
Commencement Date
Confidential Information
Dispute
Effective Date
Force Majeure Event
Hong Kong
Intellectual Property Rights
Losses
Material Breach
Notice
Party/Parties
Products
Representatives
Services
Term
Territory
Working Hours
Affiliate
Business
Change of Control
Defaulting Party
Deliverables
Good Industry Practice
Insolvency Event
Law
Liability
Payment Terms
Personnel
Project
Related Company
Schedule
Service Levels
Specifications
Termination Date
Third Party
Working Day
Written/In Writing
Definitions
Term and Duration
Scope of Services
Payment Terms
Obligations
Representations and Warranties
Confidentiality
Intellectual Property
Data Protection
Force Majeure
Termination
Consequences of Termination
Liability and Indemnification
Insurance
Assignment and Subcontracting
Change Control
Notices
Dispute Resolution
Governing Law and Jurisdiction
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Counterparts
Anti-Corruption
Compliance with Laws
Record Keeping
Audit Rights
Non-Competition
Non-Solicitation
Personnel
Service Levels
Performance Standards
Business Continuity
Security Requirements
Relationship of Parties
Costs and Expenses
Survival
Technology
Manufacturing
Financial Services
Professional Services
Retail
Wholesale Trading
Construction
Real Estate
Healthcare
Education
Logistics and Transportation
Media and Entertainment
Telecommunications
Hospitality
E-commerce
Energy and Utilities
Legal
Commercial
Operations
Procurement
Finance
Compliance
Risk Management
Business Development
Sales
Contract Administration
Corporate Secretarial
Project Management
Chief Executive Officer
Managing Director
Commercial Director
Legal Counsel
Contract Manager
Business Development Manager
Operations Manager
Procurement Manager
Project Manager
Finance Director
Company Secretary
Risk Manager
Compliance Officer
General Manager
Sales Director
Account Manager
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