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1. Parties: Identifies and provides full details of the contracting parties
2. Background: Sets out the context and commercial purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Services: Detailed description of the services to be provided
5. Duration and Term: Specifies the commencement date and duration of the agreement
6. Fees and Payment: Details the service fees, payment terms, and invoicing procedures
7. Service Provider's Obligations: Lists the key obligations and responsibilities of the service provider
8. Client's Obligations: Specifies the client's responsibilities and obligations
9. Confidentiality: Provisions protecting confidential information of both parties
10. Intellectual Property: Addresses ownership and usage rights of IP created during service provision
11. Data Protection: Ensures compliance with Hong Kong's Personal Data (Privacy) Ordinance
12. Liability and Indemnity: Sets out liability limitations and indemnification obligations
13. Termination: Specifies termination rights and procedures
14. Force Majeure: Addresses unforeseeable circumstances preventing performance
15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Service Levels: Include when specific performance metrics need to be maintained
2. Change Control: Include for complex services where scope changes are likely
3. Personnel: Include when specific individuals are key to service delivery
4. Insurance: Include when significant risks need to be insured
5. Non-Competition: Include when protecting against competitive activities is necessary
6. Audit Rights: Include when client needs right to audit service provider's performance
7. Business Continuity: Include for critical services requiring disaster recovery planning
8. Anti-Bribery and Corruption: Include for high-value contracts or public sector work
9. Assignment and Subcontracting: Include when these rights need to be specifically controlled
1. Schedule 1 - Service Description: Detailed specification of services to be provided
2. Schedule 2 - Fees and Payment Terms: Detailed breakdown of fees, rates, and payment schedule
3. Schedule 3 - Service Levels: Performance metrics and measurement criteria
4. Schedule 4 - Key Personnel: Details of key staff assigned to provide the services
5. Schedule 5 - Data Processing Agreement: Detailed terms for handling personal data if required
6. Schedule 6 - Change Control Procedure: Process for managing changes to services or terms
7. Appendix A - Contact Details: Key contacts for both parties
8. Appendix B - Required Insurance: Insurance types and coverage levels
Applicable Laws
Business Day
Charges
Commencement Date
Confidential Information
Client
Client Materials
Data Protection Laws
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Hong Kong
Intellectual Property Rights
Key Personnel
Materials
Payment Terms
Personal Data
Representatives
Services
Service Levels
Service Provider
Service Provider Materials
Specifications
Term
Termination Date
Third Party
Working Hours
Change Request
Dispute
Documentation
Emergency
Fees
Initial Term
Liability Cap
Losses
Milestone
Project Plan
Quality Standards
Renewal Period
Schedule
Service Credits
Service Location
Subsidiary
Territory
VAT
Warranty Period
Term and Duration
Services Scope
Service Levels
Fees and Payment
Invoicing
Service Provider Obligations
Client Obligations
Change Control
Key Personnel
Intellectual Property Rights
Confidentiality
Data Protection
Privacy
Force Majeure
Termination
Consequences of Termination
Liability and Indemnity
Insurance
Warranties
Representations
Assignment and Subcontracting
Non-Competition
Non-Solicitation
Audit Rights
Compliance with Laws
Anti-Bribery and Corruption
Business Continuity
Dispute Resolution
Governing Law and Jurisdiction
Notices
Entire Agreement
Severability
Variation
Waiver
Third Party Rights
Relationship of Parties
Counterparts
Survival
Force Majeure
Professional Services
Information Technology
Consulting
Financial Services
Healthcare
Education
Real Estate
Marketing and Advertising
Legal Services
Engineering
Construction
Business Process Outsourcing
Telecommunications
Property Management
Facilities Management
Legal
Procurement
Operations
Finance
Commercial
Risk Management
Compliance
Project Management
Business Development
Contract Administration
Senior Management
Account Management
Legal Counsel
Procurement Manager
Contract Manager
Business Development Director
Operations Manager
Chief Financial Officer
Commercial Director
Risk Manager
Compliance Officer
Project Manager
Account Manager
General Manager
Chief Executive Officer
Chief Operating Officer
Head of Legal
Head of Procurement
Senior Contract Administrator
Business Manager
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