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1. Parties: Identifies and provides full details of the contracting parties
2. Background: Sets out the context and purpose of the agreement
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules
4. Appointment and Scope: Establishes the exclusive appointment and defines the scope of services
5. Term and Renewal: Specifies the initial term and any renewal provisions
6. Service Provider's Obligations: Details the core obligations and service standards
7. Client's Obligations: Specifies the client's responsibilities and commitments
8. Exclusivity Provisions: Details the nature and extent of the exclusive arrangement
9. Fees and Payment Terms: Specifies pricing, payment schedule, and related terms
10. Intellectual Property Rights: Addresses ownership and usage of IP
11. Confidentiality: Defines confidential information and protection obligations
12. Data Protection: Addresses handling of personal and business data
13. Liability and Indemnification: Sets out liability limitations and indemnification terms
14. Termination: Details termination rights and procedures
15. Post-Termination Obligations: Specifies obligations surviving termination
16. General Provisions: Contains standard boilerplate clauses
17. Governing Law and Jurisdiction: Specifies Hong Kong law and jurisdiction
1. Change Control: Used when services may need significant modification during the term
2. Service Credits: Include when specific service levels are critical and financial adjustments apply for underperformance
3. Insurance Requirements: Detailed insurance obligations when services involve significant risks
4. Anti-Corruption Compliance: Required for high-value contracts or when dealing with public sector
5. Force Majeure: Important when service delivery could be affected by external events
6. Non-Solicitation: Used to prevent poaching of staff
7. Business Continuity: Important for critical services requiring disaster recovery planning
8. Environmental Compliance: Relevant when services have environmental impact
1. Schedule 1 - Services Description: Detailed specification of services to be provided
2. Schedule 2 - Service Levels: Performance metrics and measurement criteria
3. Schedule 3 - Fees and Payment Schedule: Detailed pricing structure and payment terms
4. Schedule 4 - Key Personnel: Lists key staff and their roles
5. Schedule 5 - Implementation Plan: Timeline and milestones for service implementation
6. Schedule 6 - Technical Requirements: Technical specifications and requirements
7. Schedule 7 - Approved Subcontractors: List of pre-approved subcontractors if applicable
8. Appendix 1 - Form of Change Order: Template for documenting agreed changes to services
9. Appendix 2 - Reports and Documentation: Templates and requirements for regular reporting
Agreement
Applicable Law
Business Day
Change Control Procedure
Charges
Commencement Date
Confidential Information
Contract Year
Client
Client Data
Client Materials
Deliverables
Dispute
Effective Date
Excluded Services
Exclusivity Period
Force Majeure Event
Good Industry Practice
Initial Term
Intellectual Property Rights
Key Personnel
Material Breach
Minimum Service Levels
Notice
Personal Data
Pre-existing Materials
Regulatory Requirements
Renewal Term
Reports
Service Credits
Service Levels
Services
Service Provider
Service Provider Personnel
Specifications
Subcontractor
Term
Territory
Third Party Materials
Working Hours
Term and Renewal
Services Scope
Service Levels
Performance Monitoring
Fees and Payment
Invoicing
Client Obligations
Service Provider Obligations
Key Personnel
Subcontracting
Change Control
Intellectual Property Rights
Data Protection
Confidentiality
Non-Compete
Non-Solicitation
Audit Rights
Compliance with Laws
Anti-Corruption
Force Majeure
Insurance
Liability and Indemnification
Termination Rights
Termination Consequences
Exit Management
Assignment and Novation
Dispute Resolution
Governing Law and Jurisdiction
Notices
Entire Agreement
Variation
Severability
Waiver
Third Party Rights
Counterparts
Information Technology
Professional Services
Healthcare
Financial Services
Telecommunications
Facilities Management
Manufacturing
Logistics
Business Process Outsourcing
Marketing and Advertising
Construction
Education and Training
Legal
Procurement
Operations
Finance
Compliance
Risk Management
Commercial
Business Development
Project Management
Vendor Management
Chief Executive Officer
Chief Operating Officer
Chief Financial Officer
General Counsel
Head of Procurement
Commercial Director
Operations Manager
Procurement Manager
Contract Manager
Legal Counsel
Business Development Director
Project Manager
Vendor Management Lead
Risk Manager
Compliance Officer
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