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1. Parties: Identifies and defines all parties to the agreement with their full legal names and addresses
2. Background: Provides context for the agreement and outlines the purpose of the fee arrangement
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided under the agreement
5. Fees and Payment Terms: Specifies fee structure, payment schedule, and payment methods
6. Duration and Termination: Sets out the term of the agreement and conditions for termination
7. Obligations of Service Provider: Lists the responsibilities and commitments of the service provider
8. Obligations of Client: Details the client's responsibilities and commitments
9. Confidentiality: Provisions for handling confidential information
10. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes
11. General Provisions: Standard contract clauses including entire agreement, amendments, and notices
1. Service Levels: Detailed service level requirements and performance metrics, used when specific performance standards need to be maintained
2. Intellectual Property Rights: Provisions regarding ownership and use of intellectual property, included when services involve creation or use of IP
3. Data Protection: Specific provisions for handling personal data, required when personal data processing is involved
4. Professional Indemnity: Professional liability and insurance requirements, particularly important for professional services
5. Force Majeure: Provisions for handling unforeseen circumstances, recommended for longer-term agreements
6. Non-Competition: Restrictions on competitive activities, used when protecting business interests is crucial
7. Assignment and Subcontracting: Rules for transferring rights or delegating duties, important for complex service arrangements
8. Dispute Resolution: Detailed procedures for handling disputes, recommended for high-value or complex agreements
1. Schedule 1: Detailed Service Specifications: Comprehensive description of services, deliverables, and technical requirements
2. Schedule 2: Fee Schedule: Detailed breakdown of fees, rates, and payment calculations
3. Schedule 3: Service Levels and KPIs: Specific performance metrics and service level requirements
4. Schedule 4: Contact Details and Representatives: List of key contacts and authorized representatives for both parties
5. Schedule 5: Required Forms and Procedures: Standard forms for service requests, reports, or other operational procedures
6. Appendix A: Rate Card: Detailed listing of all applicable rates and charges
7. Appendix B: Special Terms and Conditions: Any special terms or conditions specific to the engagement
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