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The Placement Agent Agreement Private Equity Fund is a crucial document used when a private equity fund or its manager seeks to engage a professional placement agent to assist with fundraising activities in Hong Kong and potentially other jurisdictions. This agreement is particularly important in Hong Kong's sophisticated financial market, where regulatory compliance under the Securities and Futures Ordinance is paramount. The document typically covers essential elements such as placement agent services, regulatory requirements, fee structures, marketing territories, and investor targeting strategies. It includes specific provisions addressing Hong Kong's regulatory framework, including SFC licensing requirements, marketing restrictions, and data privacy obligations. The agreement is designed to protect both the fund's interests and the placement agent's rights while ensuring compliance with local regulations and market practices.

1. Parties: Identification of the contracting parties - typically the fund and/or fund manager and the placement agent

2. Background: Context of the agreement, brief description of the fund and purpose of engaging the placement agent

3. Definitions and Interpretation: Key terms used throughout the agreement, including regulatory terms specific to Hong Kong

4. Appointment and Scope of Services: Terms of appointment and detailed description of placement agent services

5. Regulatory Status and Compliance: Confirmation of regulatory status, licenses, and compliance obligations under Hong Kong law

6. Territory and Exclusivity: Geographical scope of the placement agent's activities and any exclusivity provisions

7. Fees and Expenses: Compensation structure, including placement fees, retainer if any, and expense reimbursement

8. Payment Terms: Timing and method of payment, including any escrow arrangements

9. Representations and Warranties: Standard and specific representations from both parties

10. Compliance with Laws: Obligations to comply with applicable laws, particularly Hong Kong securities regulations

11. Confidentiality: Protection of confidential information and trade secrets

12. Data Protection: Compliance with Hong Kong privacy laws and data protection measures

13. Term and Termination: Duration of agreement and termination provisions

14. Indemnification: Mutual indemnification provisions and liability limitations

15. General Provisions: Standard boilerplate clauses including governing law, notices, amendment procedures