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1. Parties: Identification and details of the service provider and client, including registered addresses and company numbers
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Defined terms used throughout the agreement for clarity and consistency
4. Scope of Services: Detailed description of services to be provided, including deliverables and key performance indicators
5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination
6. Fees and Payment: Payment terms, fee structure, invoicing schedule, and payment methods
7. Service Provider's Obligations: Key responsibilities and commitments of the service provider
8. Client's Obligations: Key responsibilities and commitments of the client
9. Intellectual Property Rights: Ownership and usage rights of pre-existing and created IP during service provision
10. Confidentiality: Protection and handling of confidential information exchanged during the service relationship
11. Data Protection: Compliance with PDPO and data handling requirements
12. Liability and Indemnity: Limitation of liability and indemnification obligations of both parties
13. Force Majeure: Provisions for handling events beyond reasonable control
14. Notices: Method and addresses for formal communications between parties
15. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction for dispute resolution
16. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Service Levels: Detailed service level agreements (SLAs) and performance metrics, used when specific performance standards need to be measured
2. Change Control: Process for managing changes to services or requirements, relevant for long-term or complex service arrangements
3. Insurance: Insurance requirements and coverage details, important for high-risk services or regulatory requirements
4. Anti-Bribery and Corruption: Compliance with anti-corruption laws, particularly important for government contracts or regulated industries
5. Subcontracting: Terms governing the use of subcontractors, needed if service provider may delegate work
6. Non-Competition: Restrictions on competitive activities, relevant for specialized or sensitive services
7. Staff and Key Personnel: Requirements for specific staff or personnel qualifications, important for specialized services
8. Business Continuity: Disaster recovery and business continuity requirements, crucial for essential services
9. Exit Management: Transition arrangements at contract end, important for complex or critical services
10. Audit Rights: Client's rights to audit service provider's performance and compliance, important for regulated industries
1. Schedule 1 - Service Description: Detailed technical specifications and scope of services
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Detailed performance metrics, measurement methods, and remedies
4. Schedule 4 - Key Personnel: Details of key staff members and their roles
5. Schedule 5 - Data Processing Agreement: Specific terms for personal data handling if required
6. Schedule 6 - Change Control Procedure: Detailed process for managing contract changes
7. Appendix A - Contact Details: Key contacts for both parties for various purposes
8. Appendix B - Required Insurance: Specific insurance types and coverage levels
9. Appendix C - Form of Change Order: Template for documenting agreed changes to services
Applicable Laws
Business Day
Change Order
Charges
Client
Client Materials
Commencement Date
Confidential Information
Deliverables
Dispute
Effective Date
Force Majeure Event
Good Industry Practice
Hong Kong
Intellectual Property Rights
Key Personnel
Loss
Material Breach
Notice
Personal Data
Personnel
Services
Service Levels
Service Provider
Specifications
Subcontractor
Term
Termination Date
Third Party
Working Hours
Work Product
Affiliate
Associated Person
Background IP
Contract Year
Data Protection Laws
Documentation
Emergency
Fees
Force Majeure Notice
Group
Initial Term
Insolvency Event
Invoice
Renewal Period
Representatives
Service Credits
Service Location
Timetable
VAT
Service Provision
Duration and Term
Service Provider Obligations
Client Obligations
Fees and Payment
Service Levels
Change Control
Key Personnel
Subcontracting
Intellectual Property Rights
Data Protection
Confidentiality
Force Majeure
Termination
Exit Management
Liability and Indemnity
Insurance
Warranties and Representations
Anti-Bribery and Corruption
Assignment and Novation
Dispute Resolution
Notices
Governing Law and Jurisdiction
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Counterparts
Agency and Partnership
Health and Safety
Compliance with Laws
Audit Rights
Business Continuity
Non-Solicitation
Non-Competition
Publicity and Announcements
Set-Off
Further Assurance
Costs and Expenses
Information Technology
Professional Services
Consulting
Engineering
Financial Services
Healthcare
Education
Real Estate
Manufacturing
Logistics
Marketing and Advertising
Research and Development
Facilities Management
Business Process Outsourcing
Environmental Services
Legal
Procurement
Operations
Commercial
Compliance
Risk Management
Finance
Business Development
Project Management
Service Delivery
Account Management
Executive Leadership
Legal Counsel
Contract Manager
Procurement Manager
Business Development Manager
Operations Director
Chief Operating Officer
Commercial Manager
Project Manager
Compliance Officer
Risk Manager
General Manager
Chief Financial Officer
Service Delivery Manager
Account Manager
Chief Executive Officer
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