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1. Parties: Identification and details of all parties entering into the agreement
2. Background: Context of the agreement and brief description of the parties' business activities
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Partnership Scope and Territory: Detailed description of the partnership's business scope and geographical coverage
5. Exclusivity Terms: Specific terms of exclusivity, including territorial and product/service restrictions
6. Duration and Term: Length of the agreement, including commencement date and renewal provisions
7. Rights and Obligations: Detailed responsibilities and rights of each partner
8. Financial Arrangements: Profit sharing, capital contributions, and financial management provisions
9. Intellectual Property Rights: Ownership and usage rights of IP brought into or created during the partnership
10. Confidentiality: Protection of confidential information and trade secrets
11. Non-Competition: Restrictions on competing activities during and after the partnership
12. Termination: Grounds and procedures for terminating the agreement
13. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes
14. General Provisions: Standard clauses including notices, amendments, and severability
1. Marketing and Branding: Guidelines for marketing activities and brand usage - include when partnership involves significant marketing collaboration
2. Quality Control: Standards and procedures for maintaining quality - relevant when dealing with products or services with specific quality requirements
3. Training and Support: Details of training and support provisions - include when one party provides significant operational support to the other
4. Insurance: Insurance requirements and obligations - important when activities involve significant risks
5. Force Majeure: Provisions for unforeseen circumstances - particularly relevant in long-term partnerships or those with international elements
6. Data Protection: Specific provisions for handling personal data - include when partnership involves processing personal information
7. Environmental Compliance: Environmental standards and obligations - relevant for partnerships involving manufacturing or environmental impacts
1. Schedule 1: Business Plan: Detailed business plan including targets, milestones, and growth strategies
2. Schedule 2: Products and Services: Comprehensive list of products/services covered under the partnership
3. Schedule 3: Territory Map: Detailed mapping of exclusive territories if geographically based
4. Schedule 4: Financial Terms: Detailed financial arrangements, including pricing, commission structures, and payment terms
5. Schedule 5: Key Performance Indicators: Specific performance metrics and evaluation criteria
6. Schedule 6: Intellectual Property Register: List of all relevant intellectual property rights and their ownership
7. Appendix A: Contact Details: Key contact information for all parties and authorized representatives
8. Appendix B: Required Insurances: Details of required insurance coverage and minimum limits
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