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1. Parties: Identifies and defines all parties to the agreement with their full legal names, registration details, and addresses
2. Background: Sets out the context and purpose of the agreement, including any relevant history or relationships between the parties
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpreting the document
4. Term and Commencement: Specifies when the agreement becomes effective and its duration
5. Rights and Obligations: Details the core responsibilities and entitlements of each party under the agreement
6. Payment Terms: Outlines the financial arrangements, including amounts, payment schedules, and methods
7. Representations and Warranties: Contains statements of fact and promises made by the parties
8. Confidentiality: Establishes obligations regarding the protection and non-disclosure of confidential information
9. Termination: Specifies the circumstances under which the agreement can be terminated and the consequences
10. Dispute Resolution: Details the process for resolving disputes, including jurisdiction and governing law clauses
11. General Provisions: Contains standard boilerplate clauses including notices, amendments, and severability
12. Execution: Signature blocks and execution formalities
1. Force Majeure: Include when parties want protection from events beyond their reasonable control
2. Intellectual Property: Include when the agreement involves creation, licensing, or transfer of IP rights
3. Data Protection: Include when personal data processing is involved, ensuring compliance with Hong Kong PDPO
4. Insurance: Include when specific insurance coverage requirements need to be maintained
5. Assignment and Subcontracting: Include when transfer of rights or obligations needs to be specifically addressed
6. Change Control: Include when the agreement may require formal procedures for making changes
7. Audit Rights: Include when one party requires rights to audit the other's compliance
8. Service Levels: Include when specific performance standards need to be maintained
1. Schedule 1 - Services Description: Detailed description of services or activities covered by the agreement
2. Schedule 2 - Pricing and Payment Details: Comprehensive breakdown of pricing, payment terms, and calculation methodologies
3. Schedule 3 - Key Personnel: List of key individuals involved in delivering or managing the agreement
4. Schedule 4 - Service Levels and KPIs: Detailed performance metrics and measurement criteria
5. Schedule 5 - Form of Notice: Template forms for various notices required under the agreement
6. Appendix A - Contact Details: List of contact persons and their details for various aspects of the agreement
7. Appendix B - Required Documents: List of documents required for compliance or operation under the agreement
Applicable Law
Business Day
Commencement Date
Confidential Information
Contract Period
Dispute
Effective Date
Force Majeure Event
Governing Law
Hong Kong
Initial Term
Intellectual Property Rights
Liabilities
Losses
Material Breach
Notice
Parties
Personal Data
Representatives
Services
Term
Termination Date
Third Party
Working Hours
Writing
Assignment
Business
Change of Control
Claim
Completion Date
Consent
Default
Deliverables
Force Majeure Notice
Good Industry Practice
Group
Indemnified Party
Insolvency Event
Interest Rate
Key Personnel
Material Adverse Effect
Payment Terms
Personal Data Privacy Ordinance
Related Party
Security Interest
Subsidiary
Tax
Territory
Variation
Duration and Term
Rights and Obligations
Payment Terms
Representations and Warranties
Confidentiality
Data Protection
Intellectual Property
Liability and Indemnification
Force Majeure
Termination
Assignment and Subcontracting
Change Control
Notice Requirements
Dispute Resolution
Governing Law and Jurisdiction
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Costs and Expenses
Counterparts
Compliance with Laws
Anti-Corruption
Insurance
Record Keeping
Audit Rights
Service Levels
Performance Standards
Personnel
Non-Competition
Non-Solicitation
Publicity and Announcements
Relationship of Parties
Further Assurance
Language
Time of Essence
Survival
Force and Effect
Financial Services
Professional Services
Real Estate
Technology
Manufacturing
Retail
Healthcare
Education
Construction
Hospitality
Transportation
Media and Entertainment
Import/Export
Logistics
Legal
Compliance
Finance
Operations
Business Development
Commercial
Risk Management
Project Management
Corporate Secretarial
Executive Leadership
Procurement
Account Management
Legal Counsel
Contract Manager
Business Development Manager
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Commercial Director
Compliance Officer
Risk Manager
Project Manager
Operations Manager
Partnership Manager
Account Director
General Manager
Company Secretary
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