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1. Parties: Identifies and defines all parties entering into the joint agreement, including their full legal names, registration details, and addresses
2. Background: Sets out the context and circumstances leading to the joint agreement, including the parties' intentions and objectives
3. Definitions: Defines key terms used throughout the agreement to ensure clarity and consistent interpretation
4. Scope of Collaboration: Detailed description of the joint activities, project, or venture covered by the agreement
5. Rights and Obligations: Specifies the rights, responsibilities, and obligations of each party under the agreement
6. Financial Arrangements: Details of cost sharing, profit distribution, and other financial aspects of the joint arrangement
7. Decision Making: Process for making joint decisions and governance structure
8. Intellectual Property: Ownership and usage rights of intellectual property brought to or created during the collaboration
9. Confidentiality: Obligations regarding confidential information shared between parties
10. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
11. Dispute Resolution: Procedures for resolving disagreements between parties
12. Governing Law: Specification of Hong Kong law as governing law and jurisdiction
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Competition Law Compliance: Required when the joint agreement could raise competition law concerns under Hong Kong Competition Ordinance
2. Data Protection: Required when the collaboration involves processing personal data under Hong Kong's Personal Data (Privacy) Ordinance
3. Export Control: Required when the joint activities involve international trade or technology transfer
4. Force Majeure: Optional clause detailing how unforeseen circumstances affecting performance will be handled
5. Insurance: Required when specific insurance coverage needs to be maintained by parties
6. Environmental Compliance: Required when the joint activities have environmental implications
7. Staff and Secondment: Required when the agreement involves sharing or transferring employees between parties
1. Schedule 1 - Project Scope: Detailed description of project deliverables, timelines, and milestones
2. Schedule 2 - Financial Terms: Detailed breakdown of financial arrangements, including budgets and cost allocation
3. Schedule 3 - Governance Structure: Detailed organizational structure and decision-making procedures
4. Schedule 4 - Technical Specifications: Technical requirements and specifications relevant to the joint activities
5. Schedule 5 - Key Personnel: List of key personnel from each party involved in the collaboration
6. Appendix A - Form of Notice: Template for formal notices under the agreement
7. Appendix B - Intellectual Property Register: Register of background and foreground IP rights
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