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Standard Contract Form
I need a Standard Contract Form governed by Hong Kong law for use in my technology services business, which will be used as a template for client engagements starting from January 2025, with particular focus on data protection and intellectual property provisions.
1. Parties: Identifies and defines the contracting parties with their full legal names and addresses
2. Background: Sets out the context and purpose of the agreement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Scope of Agreement: Clearly outlines what is covered by the agreement and any territorial or temporal limitations
5. Obligations of the Parties: Details the core responsibilities and commitments of each party
6. Payment Terms: Specifies pricing, payment schedules, and payment methods
7. Term and Termination: Sets out the duration of the agreement and circumstances for termination
8. Representations and Warranties: Contains standard representations and warranties from both parties
9. Liability and Indemnification: Addresses limitation of liability and indemnification obligations
10. Confidentiality: Establishes obligations regarding confidential information
11. Notices: Specifies how formal notices should be given between parties
12. General Provisions: Contains standard boilerplate clauses including governing law, entire agreement, and severability
13. 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 IP rights or licensed materials
3. Data Protection: Include when personal data will be processed under the agreement
4. Insurance: Include when specific insurance requirements need to be maintained
5. Non-Competition: Include when restrictions on competitive activities are necessary
6. Assignment and Subcontracting: Include when transfer rights need to be specifically addressed
7. Dispute Resolution: Include when specific dispute resolution procedures (e.g., arbitration) are preferred
8. Change Control: Include when the agreement may need formal procedures for amendments
9. Service Levels: Include when specific performance standards need to be maintained
10. Compliance with Laws: Include when specific regulatory compliance needs to be addressed
1. Schedule 1 - Definitions: Detailed definitions if too extensive for main agreement
2. Schedule 2 - Services/Products: Detailed description of services or products covered
3. Schedule 3 - Charges: Detailed pricing structure and payment terms
4. Schedule 4 - Service Levels: Detailed performance metrics and standards
5. Schedule 5 - Contact Details: Key contact information for both parties
6. Schedule 6 - Form of Notice: Template forms for formal notices
7. Appendix A - Required Documents: List of documents required for contract performance
8. Appendix B - Technical Specifications: Technical details and requirements
Authors
Agreement
Applicable Law
Business Day
Commencement Date
Confidential Information
Contract Price
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Hong Kong
Intellectual Property Rights
Laws
Losses
Material Adverse Effect
Notice
Party/Parties
Personnel
Products
Representatives
Services
Service Levels
Specifications
Term
Territory
Third Party
Working Hours
Working Day
Change of Control
Completion Date
Default
Dispute
Documentation
Fees
Group
Indemnified Parties
Liability
Payment Terms
Regulatory Requirements
Schedule
Termination Date
VAT
Warranties
Scope of Agreement
Duration and Term
Payment Terms
Obligations and Responsibilities
Representations and Warranties
Limitation of Liability
Indemnification
Confidentiality
Intellectual Property
Data Protection
Force Majeure
Termination
Assignment and Subcontracting
Notices
Dispute Resolution
Governing Law and Jurisdiction
Entire Agreement
Severability
Waiver
Amendment
Counterparts
Compliance with Laws
Insurance
Audit Rights
Non-Competition
Non-Solicitation
Relationship of Parties
Third Party Rights
Force Majeure
Change Control
Service Levels
Boilerplate Provisions
Retail
Technology
Manufacturing
Professional Services
Financial Services
Construction
Healthcare
Logistics
Real Estate
Trading
E-commerce
Telecommunications
Hospitality
Education
Legal
Procurement
Commercial
Operations
Compliance
Risk Management
Sales
Business Development
Supply Chain
Contract Administration
Legal Counsel
Contract Manager
Procurement Manager
Commercial Director
Business Development Manager
Operations Manager
Compliance Officer
Risk Manager
Sales Director
General Manager
Chief Legal Officer
Chief Operating Officer
Supply Chain Manager
Account Manager
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