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1. Parties: Identifies and provides full legal details of the contracting parties
2. Background: Provides context for the agreement and summarizes the parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Services/Goods: Detailed description of the services or goods to be provided by the vendor
5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
6. Payment Terms: Pricing, payment schedule, invoicing requirements, and payment methods
7. Vendor Obligations: Key responsibilities and commitments of the vendor
8. Customer Obligations: Key responsibilities and commitments of the customer
9. Service Levels: Performance standards and metrics for service delivery
10. Confidentiality: Obligations regarding confidential information protection
11. Data Protection: Compliance with PDPO and data handling requirements
12. Liability and Indemnification: Limitation of liability and indemnification obligations
13. Force Majeure: Provisions for unforeseen circumstances affecting performance
14. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Intellectual Property Rights: Required when the vendor relationship involves creation, licensing, or transfer of IP
2. Insurance: Include when specific insurance coverage is required from the vendor
3. Anti-Corruption: Important for high-value contracts or when dealing with public sector
4. Export Control: Necessary when goods or services may be subject to export regulations
5. Business Continuity: Important for critical services or long-term vendor relationships
6. Environmental Compliance: Required when environmental regulations are relevant to the goods/services
7. Audit Rights: Include when regular monitoring of vendor compliance is necessary
8. Change Control: Important for long-term contracts where scope changes are likely
1. Schedule 1 - Services/Goods Specification: Detailed technical specifications of services or goods
2. Schedule 2 - Pricing and Payment Schedule: Detailed breakdown of prices, rates, and payment milestones
3. Schedule 3 - Service Level Agreement: Detailed service levels, KPIs, and performance measurement criteria
4. Schedule 4 - Data Processing Agreement: Detailed terms for handling personal data if applicable
5. Schedule 5 - Key Personnel: List of key vendor personnel assigned to the contract
6. Schedule 6 - Approved Subcontractors: List of pre-approved subcontractors if applicable
7. Schedule 7 - Contract Change Procedure: Process for implementing changes to services or contract terms
8. Schedule 8 - Exit Plan: Procedures for contract termination and service transition
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