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1. Parties: Identifies and provides full details of the principal and the managing agent
2. Background: Contextualizes the agreement, including the principal's business and need for a managing agent
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Term: Establishes the formal appointment of the managing agent and duration of the agreement
5. Scope of Services: Details the core services to be provided by the managing agent
6. Authority of the Agent: Defines the extent and limitations of the agent's authority to act on behalf of the principal
7. Duties and Responsibilities: Outlines the specific obligations of the managing agent
8. Principal's Obligations: Details the responsibilities and obligations of the principal
9. Fees and Payment Terms: Specifies the compensation structure, payment schedule, and reimbursable expenses
10. Reporting Requirements: Establishes the frequency and content of reports to be provided to the principal
11. Confidentiality: Addresses the handling and protection of confidential information
12. Data Protection: Ensures compliance with Hong Kong's Personal Data (Privacy) Ordinance
13. Liability and Indemnification: Sets out the liability framework and indemnification obligations
14. Insurance: Specifies required insurance coverage
15. Termination: Details the circumstances and procedures for ending the agreement
16. Post-Termination Obligations: Outlines obligations that survive termination
17. General Provisions: Contains standard boilerplate clauses including governing law, notices, etc.
1. Regulatory Compliance: Required when the agent's services involve regulated activities (e.g., real estate, financial services)
2. Intellectual Property: Needed when the agent will create or use intellectual property in providing services
3. Non-Competition: Include when protecting against competitive activities is important
4. Anti-Corruption Compliance: Required for agents dealing with public entities or high-risk jurisdictions
5. Force Majeure: Important when service continuity could be affected by external events
6. Dispute Resolution: Include specific dispute resolution procedures when standard litigation is not preferred
7. Sub-Contracting: Required when the agent may need to engage sub-contractors
8. Service Level Agreement: Include when specific performance metrics need to be maintained
1. Schedule 1 - Services Description: Detailed breakdown of all services to be provided by the managing agent
2. Schedule 2 - Fee Schedule: Comprehensive breakdown of fees, charges, and payment terms
3. Schedule 3 - Key Performance Indicators: Specific metrics and standards for measuring agent's performance
4. Schedule 4 - Reporting Templates: Standard formats for required reports and documentation
5. Schedule 5 - Contact Details: Key contact persons and communication protocols
6. Schedule 6 - Insurance Requirements: Detailed insurance requirements including types and coverage amounts
7. Appendix A - Power of Attorney: If required, formal authorization of agent's powers
8. Appendix B - Compliance Procedures: Detailed procedures for regulatory compliance
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