The Exclusive Service Agreement is a crucial document used when establishing a dedicated service relationship where one party agrees to provide specific services exclusively to another within the Hong Kong jurisdiction. This agreement is particularly relevant in situations requiring guaranteed service availability, specialized expertise, or strategic partnerships. It addresses key aspects such as service exclusivity, performance metrics, confidentiality, and compliance with Hong Kong regulations, including the Competition Ordinance and Contract Law. The document is designed to protect both parties' interests while ensuring clear service delivery parameters, payment terms, and dispute resolution mechanisms. It's commonly used in professional services, technology implementations, and other scenarios where dedicated service arrangements are essential for business operations.
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1. Parties: Identifies and provides full details of the service provider and recipient
2. Background: Sets out the context of the agreement and the parties' intentions
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement
4. Appointment and Scope of Services: Establishes the exclusive appointment and detailed scope of services to be provided
5. Term and Exclusivity: Specifies the duration of the agreement and nature of exclusivity obligations
6. Service Provider's Obligations: Details the specific duties, standards, and responsibilities of the service provider
7. Client's Obligations: Outlines the client's responsibilities and commitments
8. Fees and Payment Terms: Specifies service fees, payment schedule, and related financial terms
9. Intellectual Property Rights: Addresses ownership and usage rights of any IP created or used in service delivery
10. Confidentiality: Sets out obligations regarding confidential information protection
11. Data Protection: Establishes requirements for handling personal and business data
12. Limitation of Liability: Defines the extent and limitations of each party's liability
13. Termination: Specifies circumstances and procedures for ending the agreement
14. Post-Termination Obligations: Details obligations that survive after agreement termination
15. General Provisions: Includes standard boilerplate clauses like notices, assignment, and governing law
1. Service Levels: Include when specific performance metrics and standards need to be measured and maintained
2. Change Control: Add when the scope of services may need formal procedures for modifications
3. Compliance with Laws: Include when services are in regulated industries or require specific regulatory compliance
4. Insurance: Add when specific insurance coverage requirements need to be maintained
5. Force Majeure: Include when need to address unforeseen circumstances affecting service delivery
6. Non-Solicitation: Add when protection against hiring each other's employees is needed
7. Audit Rights: Include when client requires rights to audit service provider's performance or records
8. Business Continuity: Add when service continuity is critical and disaster recovery plans are needed
1. Schedule 1 - Service Specifications: Detailed description of services, methodologies, and deliverables
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels and KPIs: Specific performance metrics, measurement methods, and remedies
4. Schedule 4 - Approved Personnel: List of key personnel approved to provide the services
5. Schedule 5 - Technical Requirements: Technical specifications and requirements for service delivery
6. Schedule 6 - Data Processing Agreement: Detailed terms for handling personal data if applicable
7. Schedule 7 - Business Continuity Plan: Procedures for ensuring service continuity in various scenarios
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