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Service Provider Contract Template for Hong Kong

This document is a comprehensive service provider agreement governed by Hong Kong law, designed to establish and regulate the commercial relationship between a service provider and a client company. It encompasses key provisions required under Hong Kong legislation, including service scope definition, payment terms, confidentiality obligations, data protection requirements under the Personal Data (Privacy) Ordinance, intellectual property rights, and liability limitations. The agreement provides a robust framework for service delivery while ensuring compliance with Hong Kong's legal requirements and business practices.

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What is a Service Provider Contract?

This Service Provider Contract is essential for businesses operating in Hong Kong that engage external service providers for various professional services. It serves as a critical legal framework that defines the service relationship, protects both parties' interests, and ensures compliance with Hong Kong laws and regulations. The document is particularly important given Hong Kong's position as a major business hub and its specific legal requirements, including those under the Contract Law, Employment Ordinance, and Personal Data (Privacy) Ordinance. It should be used whenever a company engages external service providers for ongoing services, containing comprehensive provisions for service delivery, payment terms, liability allocation, and dispute resolution mechanisms tailored to the Hong Kong business environment.

What sections should be included in a Service Provider Contract?

1. Parties: Identifies and provides full details of the service provider and the 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: Detailed description of the services to be provided

5. Term and Termination: Duration of the agreement and circumstances for termination

6. Fees and Payment: Payment terms, rates, invoicing procedures, and payment schedules

7. Service Provider's Obligations: Key responsibilities and commitments of the service provider

8. Client's Obligations: Key responsibilities and commitments of the client

9. Intellectual Property Rights: Ownership and usage rights of any IP created or used during service provision

10. Confidentiality: Protection of confidential information exchanged during the service relationship

11. Data Protection: Compliance with Hong Kong's Personal Data (Privacy) Ordinance and data handling procedures

12. Liability and Indemnification: Limitation of liability and indemnification obligations of both parties

13. Insurance: Required insurance coverage to be maintained by the service provider

14. Force Majeure: Provisions for unforeseen circumstances preventing performance

15. Notices: How formal communications between parties should be made

16. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction

17. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability

What sections are optional to include in a Service Provider Contract?

1. Non-Compete: Restrictions on service provider's ability to work with competitors - use when protecting market position is crucial

2. Service Levels: Specific performance metrics and standards - use for technical or quantifiable services

3. Change Control: Process for managing changes to services - use for complex or long-term arrangements

4. Staff and Subcontractors: Rules about using subcontractors or specific staff - use when personnel is crucial to service delivery

5. Audit Rights: Client's right to audit service provider - use for regulated industries or critical services

6. Business Continuity: Disaster recovery and business continuity requirements - use for critical services

7. Exit Assistance: Transition support at contract end - use for complex integrated services

8. Anti-Bribery and Corruption: Specific anti-corruption provisions - use when dealing with public sector or high-risk industries

What schedules should be included in a Service Provider Contract?

1. Schedule 1 - Services Description: Detailed specification of services to be provided

2. Schedule 2 - Fees and Payment Terms: Detailed breakdown of fees, rates, and payment arrangements

3. Schedule 3 - Service Levels: Performance metrics, measurement methods, and remedies

4. Schedule 4 - Key Personnel: Details of key staff members assigned to provide the services

5. Schedule 5 - Data Processing Agreement: Detailed terms for handling personal data under PDPO

6. Schedule 6 - Change Control Procedure: Process and forms for managing contract changes

7. Schedule 7 - Required Insurance: Specific insurance types and coverage levels required

8. Appendix A - Form of Report: Template for regular service reports

9. Appendix B - Security Requirements: Specific security measures and protocols to be followed

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Hong Kong

Publisher

Genie AI

Document Type

Service Agreement

Cost

Free to use

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