Frame Agreements are essential tools for businesses engaging in repeated transactions or ongoing commercial relationships in Hong Kong. This document type is particularly valuable when parties anticipate multiple future dealings and wish to avoid negotiating terms for each transaction. A Frame Agreement establishes the fundamental legal and commercial framework while allowing flexibility for specific orders or statements of work. It incorporates Hong Kong's legal requirements and business practices, addressing everything from basic contractual elements to specific commercial terms, risk allocation, and compliance requirements. The agreement is especially useful for supply relationships, service arrangements, and distribution networks where parties need a stable, long-term contractual foundation while maintaining operational flexibility.
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1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and business relationship
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Scope of Agreement: Overall framework and nature of the business relationship
5. Ordering Process: Procedures for placing and accepting orders under the framework
6. Pricing and Payment Terms: General pricing principles, payment terms, and invoice requirements
7. Term and Termination: Duration of the framework and termination rights
8. Performance Standards: General quality and performance requirements
9. Warranties and Representations: Standard warranties from both parties
10. Liability and Indemnification: Risk allocation between parties
11. Confidentiality: Protection of confidential information
12. Force Majeure: Handling of events beyond parties' control
13. Governing Law and Jurisdiction: Hong Kong law provisions and dispute resolution
14. General Provisions: Standard boilerplate clauses including notices, amendments, etc.
1. Compliance with Laws: Specific regulatory compliance requirements - include if operating in regulated industries
2. Intellectual Property Rights: IP ownership and licenses - include if IP is relevant to the goods/services
3. Data Protection: Personal data handling provisions - include if personal data is processed
4. Insurance: Insurance requirements - include for high-risk activities or if required by industry practice
5. Service Levels: Specific performance metrics - include for service-based agreements
6. Exclusivity: Exclusive dealing provisions - include if exclusivity is part of the commercial arrangement
7. Environmental Compliance: Environmental standards - include for manufacturing or environmentally sensitive activities
8. Anti-Corruption: Anti-bribery and corruption provisions - include for international business or public sector contracts
1. Schedule 1 - Pricing Schedule: Detailed pricing structure, rates, and any volume discounts
2. Schedule 2 - Service/Product Specifications: Detailed specifications of goods or services covered
3. Schedule 3 - Order Form Template: Standard form for placing orders under the framework
4. Schedule 4 - Key Performance Indicators: Detailed performance metrics and measurement methods
5. Schedule 5 - Authorized Representatives: List of key contacts and authorized signatories
6. Schedule 6 - Data Processing Requirements: Detailed data handling procedures if applicable
7. Appendix A - Technical Requirements: Technical specifications or requirements
8. Appendix B - Security Requirements: Security protocols and requirements if applicable
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Professional Services
Retail
Distribution
Information Technology
Healthcare
Financial Services
Telecommunications
Construction
Industrial Supply
Logistics
Consumer Goods
Electronics
Relevant Teams
Legal
Procurement
Commercial
Finance
Operations
Sales
Compliance
Risk Management
Supply Chain
Business Development
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Commercial Director
Procurement Manager
Supply Chain Manager
Contract Manager
Legal Counsel
Business Development Manager
Operations Director
Relationship Manager
Sales Director
Compliance Officer
Risk Manager
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