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Independent Subcontractor Agreement Template for Hong Kong

A comprehensive legal agreement governed by Hong Kong law that establishes and regulates the relationship between a company and an independent contractor. This document clearly defines the scope of services, payment terms, and obligations while explicitly maintaining the contractor's independent status distinct from employment. It includes provisions for intellectual property rights, confidentiality, liability, and other key terms specific to Hong Kong's legal framework, ensuring compliance with local regulations while protecting both parties' interests.

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What is a Independent Subcontractor Agreement?

This Independent Subcontractor Agreement is designed for use in Hong Kong when engaging external service providers on a non-employment basis. It is particularly crucial in today's gig economy and project-based business environment, where companies frequently require specialized services without establishing traditional employment relationships. The agreement helps organizations maintain compliance with Hong Kong law while clearly delineating the independent nature of the relationship, thereby minimizing the risk of contractor misclassification. It includes essential provisions for service delivery, compensation, intellectual property rights, and confidentiality, while incorporating specific considerations required under Hong Kong's legal framework for independent contractors.

What sections should be included in a Independent Subcontractor Agreement?

1. Parties: Identifies and provides full details of the contracting parties

2. Background: Sets out the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Scope of Services: Establishes the engagement and details the services to be provided

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

6. Fees and Payment Terms: Details the compensation structure, payment schedule, and expense policies

7. Independent Contractor Status: Explicitly establishes the independent contractor relationship and disclaims employment relationship

8. Obligations of the Contractor: Lists the contractor's duties, responsibilities, and performance standards

9. Obligations of the Company: Specifies the company's responsibilities and support to be provided

10. Intellectual Property Rights: Addresses ownership and rights to work product and pre-existing IP

11. Confidentiality: Protects confidential information and trade secrets

12. Liability and Indemnification: Sets out liability limitations and indemnification obligations

13. Insurance: Specifies required insurance coverage

14. General Provisions: Includes standard boilerplate clauses like governing law, notices, and amendments

What sections are optional to include in a Independent Subcontractor Agreement?

1. Non-Compete: Restricts contractor from competing activities - include when contractor will have access to sensitive information or clients

2. Non-Solicitation: Prevents solicitation of employees/clients - include when contractor will have significant client or employee contact

3. Data Protection: Addresses personal data handling - include when contractor will process personal data

4. Equipment and Resources: Details provision of equipment and resources - include when company provides significant resources

5. Training and Support: Outlines training requirements - include when specific training is needed

6. Key Personnel: Identifies specific individuals who will perform services - include for team-based services

7. Service Levels: Defines performance metrics - include for quantifiable services

8. Force Majeure: Addresses unforeseen circumstances - include for long-term or critical services

9. Dispute Resolution: Specifies alternative dispute resolution procedures - include for high-value or complex services

What schedules should be included in a Independent Subcontractor 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: Specific performance metrics and standards

4. Schedule 4 - Required Insurance: Details of insurance types and coverage amounts

5. Schedule 5 - Key Personnel: List of approved personnel and their qualifications

6. Appendix A - Company Policies: Relevant company policies contractor must comply with

7. Appendix B - Equipment List: List of any company-provided equipment or resources

8. Appendix C - Reporting Ƶ: Standard forms for progress reports and invoicing

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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