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Exclusive Independent Contractor Agreement Template for Hong Kong

A comprehensive legal agreement governed by Hong Kong law that establishes an exclusive independent contractor relationship between a service provider and a company. The document defines the terms of exclusive service provision, ensuring clear distinction from employment relationships while protecting both parties' interests. It includes detailed provisions for scope of work, compensation, intellectual property rights, confidentiality, and compliance with Hong Kong's regulatory requirements regarding independent contractor status.

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What is a Exclusive Independent Contractor Agreement?

This Exclusive Independent Contractor Agreement is designed for use in Hong Kong business contexts where companies require dedicated contractor services while maintaining a clear distinction from employment relationships. The agreement is particularly relevant when businesses need to secure exclusive rights to a contractor's services while ensuring compliance with Hong Kong's legal framework regarding independent contractor status. It includes comprehensive provisions covering service scope, exclusivity terms, compensation, intellectual property rights, and confidentiality obligations, while incorporating necessary safeguards to maintain proper independent contractor classification under Hong Kong law. This document is essential for businesses seeking to establish long-term, exclusive contractor relationships without creating implied employment relationships.

What sections should be included in a Exclusive Independent Contractor Agreement?

1. Parties: Identification of the contracting parties, including full legal names and addresses

2. Background: Context of the agreement and brief description of the business relationship

3. Definitions: Key terms used throughout the agreement

4. Appointment and Scope: Establishes the exclusive independent contractor relationship and defines the scope of services

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

6. Compensation and Payment Terms: Fee structure, payment schedule, and expenses

7. Independent Contractor Status: Clear statement of independent contractor relationship and disclaimer of employment relationship

8. Exclusivity Obligations: Details of exclusive arrangement and any territorial restrictions

9. Contractor's Obligations: Key responsibilities, performance standards, and delivery requirements

10. Client's Obligations: Support, resources, and information to be provided by the client

11. Intellectual Property Rights: Ownership and usage rights of work product and pre-existing IP

12. Confidentiality: Protection of confidential information and trade secrets

13. Liability and Indemnification: Risk allocation between parties and insurance requirements

14. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments

What sections are optional to include in a Exclusive Independent Contractor Agreement?

1. Non-Competition: Restrictions on competing activities, used when contractor has access to sensitive information

2. Non-Solicitation: Restrictions on soliciting clients or employees, used in client-facing roles

3. Equipment and Resources: Details of any equipment or resources provided, used when specific tools are required

4. Training and Support: Details of any training provided, used for complex service arrangements

5. Compliance Requirements: Industry-specific compliance obligations, used in regulated industries

6. Key Performance Indicators: Specific performance metrics, used when measurable outcomes are required

7. Subcontracting: Rules regarding use of subcontractors, used when subcontracting might be needed

8. Data Protection: Specific data handling requirements, used when personal data is processed

What schedules should be included in a Exclusive Independent Contractor Agreement?

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

2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms

3. Schedule 3 - Service Levels: Performance standards and quality metrics

4. Schedule 4 - Key Personnel: List of key individuals involved in service delivery

5. Schedule 5 - Compliance Requirements: Specific regulatory or compliance requirements

6. Schedule 6 - Equipment and Resources: List of any provided equipment or resources

7. Appendix A - Insurance Requirements: Required insurance coverage details

8. Appendix B - Approved Subcontractors: List of pre-approved subcontractors if applicable

Authors

Alex Denne

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

Jurisdiction

Hong Kong

Publisher

Ƶ

Cost

Free to use

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