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1. Parties: Identifies and provides full details of the service provider and customer, including registered addresses and company numbers
2. Background: Explains the context of the agreement and the parties' intentions
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Scope of Services: Clearly outlines the services to be provided under the agreement
5. Term and Commencement: Specifies the duration of the agreement and when services will begin
6. Fees and Payment: Details the fee structure, payment terms, and invoicing procedures
7. Service Provider's Obligations: Lists the key responsibilities and commitments of the service provider
8. Customer's Obligations: Specifies the customer's responsibilities and commitments
9. Intellectual Property Rights: Addresses ownership and usage rights of any IP created or used in providing the services
10. Confidentiality: Establishes obligations regarding confidential information
11. Data Protection: Covers compliance with Hong Kong's Personal Data (Privacy) Ordinance
12. Liability and Indemnity: Sets out liability limitations and indemnification obligations
13. Termination: Specifies circumstances and procedures for ending the agreement
14. General Provisions: Includes standard boilerplate clauses like notices, assignment, and governing law
1. Service Levels: Include when specific performance metrics need to be maintained
2. Insurance: Include when specific insurance requirements need to be maintained
3. Non-Competition: Include when the service provider should be restricted from competing activities
4. Non-Solicitation: Include when parties need to be prevented from poaching each other's staff/clients
5. Change Control: Include for complex services where formal processes for changes are needed
6. Force Majeure: Include when specific events beyond parties' control need to be addressed
7. Disaster Recovery: Include for critical services requiring business continuity planning
8. Anti-Bribery and Corruption: Include when dealing with public sector or high-risk industries
9. Environmental Compliance: Include when services have environmental impacts
1. Schedule 1 - Service Description: Detailed description of services, including specifications and deliverables
2. Schedule 2 - Charges and Payment Terms: Detailed breakdown of fees, rates, and payment schedules
3. Schedule 3 - Service Levels: Detailed performance metrics and measurement methods
4. Schedule 4 - Key Personnel: Details of key staff members assigned to provide the services
5. Schedule 5 - Required Insurance: Specific insurance types and coverage levels required
6. Schedule 6 - Data Processing Agreement: Detailed terms for handling personal data if applicable
7. Appendix A - Change Request Form: Template for requesting and documenting service changes
8. Appendix B - Service Report Template: Standard format for service performance reporting
Applicable Law
Business Day
Charges
Commencement Date
Confidential Information
Customer
Customer Materials
Data Protection Legislation
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Hong Kong
Intellectual Property Rights
Key Personnel
Loss
Material Breach
Personal Data
Representatives
Services
Service Levels
Service Provider
Service Provider Materials
Specification
Sub-contractor
Term
Termination Date
Working Hours
Change Request
Completion
Dispute
Emergency
Fees
Initial Term
Performance Standards
Progress Report
Quality Standards
Related Companies
Schedule
Service Credits
Service Location
Software
Territory
Third Party Materials
Variation
Term and Duration
Services Scope
Service Provider Obligations
Customer Obligations
Service Levels
Fees and Payment
Intellectual Property Rights
Data Protection
Confidentiality
Performance Standards
Personnel
Sub-contracting
Change Control
Records and Audits
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Termination
Exit Management
Non-Solicitation
Non-Competition
Assignment and Novation
Dispute Resolution
Notices
Governing Law and Jurisdiction
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Anti-Bribery and Corruption
Compliance with Laws
Business Continuity
Health and Safety
Environmental Compliance
Relationship of Parties
Announcements and Publicity
Information Technology
Professional Services
Consulting
Facilities Management
Business Process Outsourcing
Healthcare Services
Educational Services
Financial Services
Marketing and Advertising
Construction Services
Engineering Services
Maintenance Services
Logistics and Supply Chain
Real Estate Services
Environmental Services
Legal
Procurement
Operations
Commercial
Risk and Compliance
Finance
Business Development
Project Management
Service Delivery
Account Management
Administration
Legal Counsel
Contract Manager
Procurement Manager
Business Development Manager
Operations Director
Chief Operating Officer
Commercial Manager
Project Manager
Risk Manager
Compliance Officer
General Manager
Service Delivery Manager
Account Manager
Department Head
Chief Financial Officer
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