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1. Parties: Identifies and provides full legal details of the contractor and subcontractor
2. Background: Explains the context of the agreement and the contractor's authority to subcontract
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Scope of Services: Details the formal appointment and comprehensive description of services to be provided
5. Term and Termination: Specifies the duration of the agreement and circumstances for termination
6. Subcontractor's Obligations: Lists all key responsibilities and obligations of the subcontractor
7. Contractor's Obligations: Outlines the contractor's responsibilities and commitments
8. Fees and Payment Terms: Details the compensation structure, payment schedule, and invoicing requirements
9. Performance Standards: Establishes the required quality standards and performance metrics
10. Intellectual Property Rights: Addresses ownership and usage rights of any IP created or used
11. Confidentiality: Defines confidential information and obligations to protect it
12. Liability and Indemnification: Outlines liability limitations and indemnification obligations
13. Insurance: Specifies required insurance coverage and minimum limits
14. Data Protection: Addresses handling of personal and business data in compliance with Hong Kong law
15. General Provisions: Includes standard boilerplate clauses like notices, amendments, and governing law
1. Non-Compete and Non-Solicitation: Include when protecting against competition or poaching is necessary
2. Equipment and Materials: Include when specific equipment or materials are provided by either party
3. Health and Safety: Include for services performed on-site or with safety risks
4. Change Control: Include when the scope of services may need frequent modification
5. Force Majeure: Include when services are susceptible to external disruptions
6. Key Personnel: Include when specific individuals are critical to service delivery
7. Service Credits: Include when implementing performance-based penalties
8. Exit Management: Include for complex services requiring transition planning
9. Dispute Resolution: Include when specific dispute resolution procedures are preferred
10. Compliance with Client Requirements: Include when services are ultimately for a specific end client
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: Specific performance metrics and measurement criteria
4. Schedule 4 - Required Insurance: Detailed insurance requirements and coverage limits
5. Schedule 5 - Key Personnel: List of key personnel and their roles
6. Schedule 6 - Approved Subcontractors: List of any pre-approved further subcontractors
7. Schedule 7 - Equipment and Materials: Detailed list of any provided equipment or materials
8. Appendix A - Form of Invoice: Template for submitting invoices
9. Appendix B - Change Request Form: Template for requesting changes to services
10. Appendix C - Progress Report Template: Standard format for progress reporting
Applicable Laws
Background IP
Business Day
Change Control Procedure
Charges
Commencement Date
Confidential Information
Contract Period
Contractor Materials
Deliverables
Force Majeure Event
Good Industry Practice
Hong Kong
Intellectual Property Rights
Key Personnel
Loss
Main Contract
Personal Data
Project
Required Insurance
Services
Service Levels
Site
Specifications
Staff
Subcontractor Materials
Term
Third Party Materials
Ultimate Client
Working Hours
Appointment
Term
Services
Subcontractor Obligations
Contractor Obligations
Fees and Payment
Performance Standards
Service Levels
Key Personnel
Staff and Resources
Quality Assurance
Monitoring and Reporting
Change Control
Intellectual Property
Data Protection
Confidentiality
Non-Compete
Non-Solicitation
Insurance
Liability and Indemnification
Force Majeure
Termination
Exit Management
Assignment and Subcontracting
Notices
Dispute Resolution
Governing Law
Health and Safety
Compliance with Laws
Anti-Bribery
Audit Rights
Warranties
Business Continuity
Entire Agreement
Severability
Variation
Waiver
Third Party Rights
Counterparts
Construction
Information Technology
Professional Services
Engineering
Manufacturing
Facilities Management
Consulting
Telecommunications
Financial Services
Real Estate
Healthcare
Education
Research and Development
Digital Marketing
Software Development
Legal
Procurement
Operations
Commercial
Risk Management
Compliance
Finance
Human Resources
Supply Chain
Project Management
Vendor Management
Business Development
Procurement Manager
Contract Manager
Legal Counsel
Project Manager
Operations Director
Commercial Director
Risk Manager
Compliance Officer
Business Development Manager
Supply Chain Manager
Chief Operating Officer
General Counsel
Vendor Management Officer
Finance Director
HR Director
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