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1. Parties: Identification of the parties entering into the agreement, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, including brief description of the parties' businesses and purpose of the contract
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale of Goods: Terms relating to the products being sold, including specifications, quantity, and delivery terms
5. Service Provisions: Details of services to be provided, including scope, standards, and performance metrics
6. Price and Payment: Payment terms for both goods and services, including pricing, payment schedule, and payment methods
7. Delivery and Performance: Timelines, delivery methods, and acceptance criteria for goods and services
8. Quality and Warranties: Quality standards, warranties, and guarantees for both goods and services
9. Title and Risk: Transfer of ownership and risk in goods, and intellectual property rights in services
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Liability and Indemnification: Limitations of liability and indemnification obligations
12. Confidentiality: Protection of confidential information exchanged during the contract
13. Force Majeure: Provisions for unforeseen circumstances affecting contract performance
14. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Insurance: Required when specific insurance coverage needs to be maintained by either party
2. Data Protection: Required when personal data processing is involved in the contract performance
3. Export Control: Required when goods or services are subject to international trade restrictions
4. Service Level Agreement: Required when specific performance metrics need to be measured and maintained
5. Change Control: Required for contracts where scope or specifications may need to be modified during the term
6. Training and Support: Required when the contract includes ongoing support or training services
7. Intellectual Property Rights: Required when significant IP is being created or licensed as part of the services
8. Compliance with Laws: Required when specific regulatory compliance obligations need to be addressed
1. Schedule 1 - Product Specifications: Detailed technical specifications of the goods to be supplied
2. Schedule 2 - Service Specifications: Detailed description of services to be provided
3. Schedule 3 - Pricing Schedule: Detailed breakdown of prices for goods and services
4. Schedule 4 - Service Levels: Specific performance metrics and service level requirements
5. Schedule 5 - Implementation Timeline: Detailed timeline for delivery of goods and implementation of services
6. Schedule 6 - Key Personnel: List of key personnel responsible for service delivery
7. Schedule 7 - Acceptance Testing: Procedures and criteria for acceptance of goods and services
8. Schedule 8 - Form of Change Order: Template for documenting agreed changes to scope or specifications
Acceptance Tests
Affiliate
Agreement
Background IP
Business Day
Change Order
Charges
Commencement Date
Confidential Information
Contract Year
Customer
Customer Materials
Defect
Deliverables
Delivery Date
Delivery Location
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Goods
Implementation Plan
Initial Term
Intellectual Property Rights
Key Personnel
Maintenance Services
Material Breach
Notice
Order
Payment Terms
Performance Standards
Personal Data
Price
Products
Project Manager
Related Agreements
Renewal Term
Service Credits
Service Levels
Services
Specifications
Supplier
Support Services
Term
Territory
Third Party Materials
Warranty Period
Working Hours
Supply of Goods
Delivery
Title and Risk
Quality and Warranties
Supply of Services
Service Levels
Customer Obligations
Acceptance Testing
Price and Payment
Intellectual Property
Confidentiality
Data Protection
Force Majeure
Term and Termination
Change Control
Liability and Indemnification
Insurance
Assignment and Subcontracting
Dispute Resolution
Governing Law and Jurisdiction
Anti-Corruption
Export Control
Notices
Force Majeure
Amendments
Waiver
Severability
Entire Agreement
Third Party Rights
Counterparts
Technology and Software
Manufacturing
Retail and Consumer Goods
Professional Services
Healthcare
Telecommunications
Industrial Equipment
Financial Services
Construction and Engineering
Automotive
Electronics
Information Technology
Energy and Utilities
Legal
Sales
Procurement
Operations
Finance
Commercial
Technical Services
Supply Chain
Customer Support
Risk and Compliance
Business Development
Contract Administration
Commercial Director
Head of Sales
Procurement Manager
Legal Counsel
Contract Manager
Business Development Manager
Operations Director
Service Delivery Manager
Account Executive
Chief Financial Officer
Sales Operations Manager
Technical Services Manager
Supply Chain Manager
Risk Manager
Compliance Officer
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