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1. Parties: Identifies and provides full legal details of the contractor and subcontractor
2. Background: Explains the context of the agreement and the contractor's authority to subcontract
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Scope of Services: Details the formal appointment and comprehensive description of services to be provided
5. Term and Termination: Specifies the duration of the agreement and circumstances for termination
6. Subcontractor's Obligations: Lists all key responsibilities and obligations of the subcontractor
7. Contractor's Obligations: Outlines the contractor's responsibilities and commitments
8. Fees and Payment Terms: Details the compensation structure, payment schedule, and invoicing requirements
9. Performance Standards: Establishes the required quality standards and performance metrics
10. Intellectual Property Rights: Addresses ownership and usage rights of any IP created or used
11. Confidentiality: Defines confidential information and obligations to protect it
12. Liability and Indemnification: Outlines liability limitations and indemnification obligations
13. Insurance: Specifies required insurance coverage and minimum limits
14. Data Protection: Addresses handling of personal and business data in compliance with Hong Kong law
15. General Provisions: Includes standard boilerplate clauses like notices, amendments, and governing law
1. Non-Compete and Non-Solicitation: Include when protecting against competition or poaching is necessary
2. Equipment and Materials: Include when specific equipment or materials are provided by either party
3. Health and Safety: Include for services performed on-site or with safety risks
4. Change Control: Include when the scope of services may need frequent modification
5. Force Majeure: Include when services are susceptible to external disruptions
6. Key Personnel: Include when specific individuals are critical to service delivery
7. Service Credits: Include when implementing performance-based penalties
8. Exit Management: Include for complex services requiring transition planning
9. Dispute Resolution: Include when specific dispute resolution procedures are preferred
10. Compliance with Client Requirements: Include when services are ultimately for a specific end client
1. Schedule 1 - Services Description: Detailed specification 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 measurement criteria
4. Schedule 4 - Required Insurance: Detailed insurance requirements and coverage limits
5. Schedule 5 - Key Personnel: List of key personnel and their roles
6. Schedule 6 - Approved Subcontractors: List of any pre-approved further subcontractors
7. Schedule 7 - Equipment and Materials: Detailed list of any provided equipment or materials
8. Appendix A - Form of Invoice: Template for submitting invoices
9. Appendix B - Change Request Form: Template for requesting changes to services
10. Appendix C - Progress Report Template: Standard format for progress reporting
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