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1. Parties: Identification of the service provider and client, including full legal names and registered addresses
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Scope of Services: Details of the service provider's appointment and comprehensive description of services to be provided
5. Term: Duration of the agreement, including start date and any renewal provisions
6. Fees and Payment Terms: Detailed fee structure, payment schedule, expenses, and invoicing requirements
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 intellectual property
10. Confidentiality: Obligations regarding confidential information protection and permitted uses
11. Data Protection: Compliance with PDPO and data handling requirements
12. Liability and Indemnification: Limitation of liability provisions and indemnification obligations
13. Insurance: Required insurance coverage and minimum limits
14. Termination: Grounds for termination, notice requirements, and consequences of termination
15. General Provisions: Standard boilerplate clauses including notices, amendment process, governing law, etc.
1. Service Levels: Specific performance metrics and standards, used when quantifiable service levels are required
2. Change Control: Process for managing changes to services or requirements, important for long-term or complex engagements
3. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term agreements
4. Non-Compete: Restrictions on competitive activities, used when service provider has access to sensitive business information
5. Anti-Corruption: Compliance with anti-corruption laws, particularly important when dealing with public sector or regulated industries
6. Business Continuity: Disaster recovery and business continuity requirements, crucial for critical services
7. Subcontracting: Terms governing use of subcontractors, needed when subcontracting is permitted
8. Environmental, Social and Governance: ESG compliance requirements, increasingly important for corporate clients
1. Schedule 1 - Services Description: Detailed specification of services to be provided
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Detailed performance metrics and measurement criteria
4. Schedule 4 - Key Personnel: List of key personnel assigned to provide the services
5. Schedule 5 - Required Insurance: Specific insurance requirements and coverage limits
6. Appendix A - Change Request Form: Template for requesting and documenting changes to services
7. Appendix B - Report Templates: Standard templates for required service reports
8. Appendix C - Security Requirements: Detailed IT and physical security requirements
Applicable Laws
Business Day
Change Request
Charges
Client
Client Materials
Commencement Date
Confidential Information
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Hong Kong
Intellectual Property Rights
Key Personnel
Materials
Personal Data
Pre-existing Materials
Project
Services
Service Levels
Service Provider
Service Provider Materials
Specifications
Term
Termination Date
Third Party
Work Product
Working Hours
Services Scope
Term and Duration
Payment and Fees
Service Provider Obligations
Client Obligations
Warranties
Performance Standards
Key Personnel
Intellectual Property
Confidentiality
Data Protection
Non-Compete
Non-Solicitation
Liability
Indemnification
Insurance
Force Majeure
Change Control
Termination
Assignment
Subcontracting
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Anti-Corruption
Relationship of Parties
Compliance with Laws
Business Continuity
Audit Rights
Information Technology
Management Consulting
Financial Services
Legal Services
Accounting and Audit
Engineering
Architecture
Healthcare
Education and Training
Marketing and Advertising
Human Resources
Environmental Services
Research and Development
Business Advisory
Legal
Procurement
Finance
Operations
Risk and Compliance
Human Resources
Business Development
Project Management
Contract Management
Administration
Chief Executive Officer
Chief Financial Officer
General Counsel
Procurement Manager
Contract Manager
Legal Counsel
Finance Director
Operations Director
Project Manager
Risk Manager
Compliance Officer
Business Development Manager
Human Resources Director
Department Head
Professional Consultant
Independent Contractor
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