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1. Parties: Identifies and provides full legal details of all parties to the agreement
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 for clarity and consistency
4. Scope of Services: Detailed description of the services to be provided under the agreement
5. Term and Commencement: Specifies the duration of the agreement and when it becomes effective
6. Fees and Payment Terms: Details the pricing structure, payment schedule, and payment methods
7. Service Provider's Obligations: Lists the key responsibilities and commitments of the service provider
8. Client's Obligations: Specifies the responsibilities and commitments of the client
9. Confidentiality: Provisions protecting confidential information exchanged during the business relationship
10. Intellectual Property Rights: Addresses ownership and usage rights of any IP involved in or created during the service provision
11. Data Protection: Ensures compliance with Hong Kong's Personal Data (Privacy) Ordinance and related requirements
12. Liability and Indemnification: Sets out the liability framework and indemnification obligations of both parties
13. Termination: Specifies conditions and procedures for ending the agreement
14. Force Majeure: Addresses unforeseeable circumstances that prevent fulfillment of obligations
15. Governing Law and Jurisdiction: Confirms Hong Kong law as governing law and jurisdiction for disputes
16. General Provisions: Standard boilerplate clauses including notices, entire agreement, and severability
1. Service Levels: Detailed service level agreements (SLAs) and performance metrics - include when specific performance standards are crucial
2. Change Control: Procedures for managing changes to services or terms - include for long-term or complex service arrangements
3. Insurance: Insurance requirements and obligations - include for high-risk services or when significant liability concerns exist
4. Audit Rights: Client's rights to audit service provider's performance - include when compliance or quality verification is important
5. Business Continuity: Disaster recovery and business continuity requirements - include for critical business services
6. Anti-Corruption: Anti-bribery and corruption provisions - include when dealing with public sector or high-risk jurisdictions
7. Staff and Subcontractors: Requirements for service provider's personnel and subcontracting rights - include when service delivery depends heavily on specific personnel
8. Non-Competition: Restrictions on competitive activities - include when sharing sensitive business information or methods
9. Marketing Rights: Rights to use customer name/logo for marketing - include when reference rights are desired
1. Schedule 1 - Service Description: Detailed technical or operational specifications of the services
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Specific performance metrics, measurement methods, and remedies
4. Schedule 4 - Key Personnel: List of key staff members and their roles in service delivery
5. Schedule 5 - Data Processing Agreement: Detailed terms for handling personal data in compliance with privacy laws
6. Schedule 6 - Change Request Form: Template for requesting and documenting changes to services
7. Appendix A - Contact Details: Contact information for key representatives and escalation points
8. Appendix B - Required Insurance Coverage: Specific insurance types and coverage levels required
Agreement
Applicable Law
Business Day
Change Request
Charges
Client
Client Materials
Commencement Date
Confidential Information
Contract Year
Deliverables
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Loss
Material Breach
Notice
Personal Data
Personnel
Project
Related Parties
Representatives
Schedule
Services
Service Levels
Service Provider
Service Provider Materials
Specifications
Subcontractor
Term
Territory
Third Party
Working Hours
Services
Term and Duration
Fees and Payment
Service Levels
Performance Standards
Obligations
Representations and Warranties
Intellectual Property
Confidentiality
Data Protection
Personnel
Subcontracting
Change Control
Force Majeure
Liability
Indemnification
Insurance
Termination
Exit Management
Assignment and Novation
Audit Rights
Dispute Resolution
Notices
Governing Law
Entire Agreement
Variation
Severability
Waiver
Third Party Rights
Anti-Corruption
Non-Solicitation
Business Continuity
Compliance with Laws
Record Keeping
Information Technology
Professional Services
Management Consulting
Financial Services
Business Process Outsourcing
Healthcare Services
Marketing and Advertising
Engineering Services
Facilities Management
Education and Training
Telecommunications
Legal Services
Real Estate Services
Human Resources Services
Legal
Procurement
Operations
Commercial
Risk and Compliance
Finance
Business Development
Contract Management
Project Management
Vendor Management
Chief Executive Officer
Chief Operating Officer
Procurement Manager
Legal Counsel
Contract Manager
Business Development Manager
Operations Director
Commercial Director
Risk Manager
Compliance Officer
Project Manager
Service Delivery Manager
Account Manager
Finance Director
Chief Financial Officer
General Counsel
Head of Operations
Vendor Manager
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