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1. Parties: Identifies and provides full details of the contracting parties (service provider and 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: Details the development services to be provided, including project objectives and methodology
5. Project Timeline and Milestones: Specifies the project schedule, key milestones, and delivery dates
6. Payment Terms: Details the fees, payment schedule, expenses, and invoicing procedures
7. Intellectual Property Rights: Addresses ownership and licensing of pre-existing and newly created IP
8. Confidentiality: Protects confidential information and trade secrets of both parties
9. Acceptance Testing: Defines the acceptance criteria and testing procedures for deliverables
10. Warranties and Representations: Sets out warranties regarding service quality and compliance with specifications
11. Limitation of Liability: Defines the extent and limitations of each party's liability
12. Term and Termination: Specifies contract duration and circumstances for termination
13. Data Protection: Ensures compliance with data privacy laws and data handling requirements
14. Force Majeure: Addresses circumstances beyond parties' control affecting performance
15. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes
16. General Provisions: Includes standard boilerplate clauses such as notices, assignment, and entire agreement
1. Source Code Escrow: Optional provision for source code safekeeping with a third party, used when client requires security of access to source code
2. Change Control: Procedures for managing changes to project scope or specifications, recommended for complex or long-term projects
3. Service Levels: Defines performance metrics and service levels, important for ongoing maintenance or support services
4. Security Requirements: Specific security standards and compliance requirements, necessary for projects involving sensitive data or systems
5. Third-Party Materials: Addresses use and licensing of third-party components, needed when project incorporates external software or libraries
6. Knowledge Transfer: Provisions for training and knowledge sharing, important when client requires capability building
7. Non-Solicitation: Prevents hiring of each other's employees, useful in competitive markets
8. Insurance: Specifies required insurance coverage, important for high-value or high-risk projects
1. Schedule 1 - Project Specifications: Detailed technical specifications and requirements for the development work
2. Schedule 2 - Service Levels and KPIs: Specific performance metrics and service level requirements
3. Schedule 3 - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones
4. Schedule 4 - Testing and Acceptance Criteria: Detailed acceptance testing procedures and criteria
5. Schedule 5 - Project Timeline: Detailed project plan with milestones and deadlines
6. Schedule 6 - Personnel: Key personnel and their roles in the project
7. Appendix A - Technical Environment: Description of the technical environment and requirements
8. Appendix B - Security Requirements: Detailed security standards and compliance requirements
Information Technology
Financial Services
E-commerce
Healthcare
Education
Manufacturing
Professional Services
Telecommunications
Media and Entertainment
Retail
Banking
Insurance
Real Estate
Logistics and Supply Chain
Legal
Information Technology
Procurement
Software Development
Project Management
Operations
Commercial
Risk and Compliance
Technical Architecture
Business Development
Chief Technology Officer
IT Director
Project Manager
Software Development Manager
Legal Counsel
Procurement Manager
Contract Manager
Solutions Architect
Technical Lead
Business Development Manager
Operations Director
Chief Information Officer
Risk Manager
Compliance Officer
Commercial Director
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