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1. Parties: Identifies and provides full details of the service provider and the client
2. Background: Sets out the context of the agreement and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Services: Detailed description of the services to be provided
5. Term and Termination: Duration of the agreement and circumstances for termination
6. Fees and Payment: Payment terms, rates, invoicing procedures, and payment schedules
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 any IP created or used during service provision
10. Confidentiality: Protection of confidential information exchanged during the service relationship
11. Data Protection: Compliance with Hong Kong's Personal Data (Privacy) Ordinance and data handling procedures
12. Liability and Indemnification: Limitation of liability and indemnification obligations of both parties
13. Insurance: Required insurance coverage to be maintained by the service provider
14. Force Majeure: Provisions for unforeseen circumstances preventing performance
15. Notices: How formal communications between parties should be made
16. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction
17. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Non-Compete: Restrictions on service provider's ability to work with competitors - use when protecting market position is crucial
2. Service Levels: Specific performance metrics and standards - use for technical or quantifiable services
3. Change Control: Process for managing changes to services - use for complex or long-term arrangements
4. Staff and Subcontractors: Rules about using subcontractors or specific staff - use when personnel is crucial to service delivery
5. Audit Rights: Client's right to audit service provider - use for regulated industries or critical services
6. Business Continuity: Disaster recovery and business continuity requirements - use for critical services
7. Exit Assistance: Transition support at contract end - use for complex integrated services
8. Anti-Bribery and Corruption: Specific anti-corruption provisions - use when dealing with public sector or high-risk industries
1. Schedule 1 - Services Description: Detailed specification of services to be provided
2. Schedule 2 - Fees and Payment Terms: Detailed breakdown of fees, rates, and payment arrangements
3. Schedule 3 - Service Levels: Performance metrics, measurement methods, and remedies
4. Schedule 4 - Key Personnel: Details of key staff members assigned to provide the services
5. Schedule 5 - Data Processing Agreement: Detailed terms for handling personal data under PDPO
6. Schedule 6 - Change Control Procedure: Process and forms for managing contract changes
7. Schedule 7 - Required Insurance: Specific insurance types and coverage levels required
8. Appendix A - Form of Report: Template for regular service reports
9. Appendix B - Security Requirements: Specific security measures and protocols to be followed
Agreement
Applicable Law
Business Day
Charges
Client
Client Data
Client Materials
Commencement Date
Confidential Information
Data Protection Laws
Deliverables
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Hong Kong
Initial Term
Intellectual Property Rights
Key Personnel
Loss
Material Breach
Personal Data
Personnel
Project
Renewal Term
Representatives
Services
Service Levels
Service Provider
Service Provider Materials
Specifications
Subcontractor
Term
Territory
Third Party
Working Hours
Term and Duration
Services Provision
Service Levels
Fees and Payment
Invoicing
Performance Obligations
Client Obligations
Personnel and Resources
Subcontracting
Quality Assurance
Intellectual Property
Data Protection
Confidentiality
Non-Competition
Non-Solicitation
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Termination
Exit Management
Assignment and Novation
Change Control
Dispute Resolution
Governing Law
Notice Requirements
Audit Rights
Business Continuity
Anti-Corruption
Entire Agreement
Severability
Amendment
Third Party Rights
Relationship of Parties
Information Technology
Professional Services
Financial Services
Healthcare
Manufacturing
Construction
Real Estate
Education
Telecommunications
Management Consulting
Facilities Management
Marketing and Advertising
Research and Development
Engineering Services
Legal
Procurement
Operations
Finance
Compliance
Risk Management
Vendor Management
Commercial
Business Development
Project Management
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Procurement Manager
Legal Counsel
Contract Manager
Operations Director
Project Manager
Compliance Officer
Risk Manager
Vendor Management Officer
Business Development Manager
Department Head
Finance Director
Commercial Director
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