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1. Parties: Identification and details of the parties entering into the exclusivity agreement
2. Background: Context of the agreement, relationship between parties, and purpose of the exclusivity arrangement
3. Definitions: Key terms used throughout the agreement, including definition of the exclusive rights/territory/products/services
4. Grant of Exclusivity: Core provisions detailing the exclusive rights being granted, including scope and territory
5. Duration: Term of the exclusivity agreement, including commencement date and termination provisions
6. Obligations of Grantor: Specific commitments and restrictions on the party granting exclusivity
7. Obligations of Grantee: Performance requirements, minimum commitments, and other obligations of the party receiving exclusivity
8. Termination: Circumstances under which the agreement can be terminated, including breach and consequences of termination
9. Confidentiality: Provisions protecting confidential information exchanged during the relationship
10. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes
11. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments
1. Non-Competition: Additional restrictions on competitive activities, used when broader protection beyond exclusivity is required
2. Performance Targets: Specific metrics or targets that must be met to maintain exclusivity, used in performance-based arrangements
3. Sub-contracting Rights: Rights to delegate or sub-license exclusivity rights, included when such flexibility is needed
4. Change of Control: Provisions dealing with ownership changes of either party, important for strategic relationships
5. Force Majeure: Provisions for handling unforeseen circumstances, particularly relevant in long-term exclusive arrangements
6. Exit Rights: Specific provisions for early termination or buy-out options, used in strategic or high-value arrangements
7. Compliance with Competition Law: Specific provisions ensuring compliance with Hong Kong Competition Ordinance, needed for arrangements that might raise competition concerns
1. Territory Definition: Detailed description or map of the exclusive territory
2. Products/Services: Comprehensive list of products or services covered by the exclusivity
3. Performance Metrics: Detailed performance criteria and measurement methods
4. Excluded Activities/Products: List of specific exclusions from the exclusive arrangement
5. Fee Schedule: Details of any fees, royalties, or minimum payments required
Confidential Information
Commencement Date
Exclusivity Period
Exclusive Rights
Exclusive Territory
Excluded Activities
Force Majeure Event
Products
Services
Intellectual Property Rights
Licensed Rights
Minimum Performance Requirements
Net Sales
Permitted Purpose
Related Company
Term
Termination Date
Working Day
Competition Law
Change of Control
Group Company
Material Breach
Permitted Disclosees
Regulatory Approvals
Territory
Duration
Performance Requirements
Non-Competition
Confidentiality
Intellectual Property
Payment Terms
Termination
Force Majeure
Change of Control
Assignment
Compliance with Laws
Dispute Resolution
Governing Law
Entire Agreement
Severability
Notices
Waiver
Amendments
Third Party Rights
Representations and Warranties
Sub-contracting
Audit Rights
Regulatory Compliance
Competition Law Compliance
Retail
Manufacturing
Technology
Healthcare
Consumer Goods
Automotive
Entertainment
Media
Telecommunications
E-commerce
Professional Services
Real Estate
Pharmaceuticals
Food and Beverage
Legal
Commercial
Business Development
Sales
Operations
Procurement
Compliance
Strategy
Marketing
Distribution
Legal Counsel
Commercial Director
Business Development Manager
Chief Executive Officer
Operations Director
Sales Director
Procurement Manager
Contract Manager
Compliance Officer
General Manager
Chief Commercial Officer
Strategic Partnerships Manager
Marketing Director
Distribution Manager
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