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1. Parties: Identifies and defines the assignor, assignee, and any other relevant parties to the contract
2. Background: Sets out the context and purpose of the assignment fee arrangement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Assignment: Details the rights, obligations, or property being assigned
5. Fee Structure: Specifies the assignment fee amount, calculation method, and any adjustments
6. Payment Terms: Outlines payment schedule, method, and currency of payment
7. Representations and Warranties: States the parties' representations regarding their capacity and authority
8. Completion: Specifies the completion date and requirements for the assignment
9. Governing Law and Jurisdiction: Confirms Hong Kong law governs and specifies jurisdiction for disputes
10. General Provisions: Contains standard boilerplate clauses including notices, amendments, and severability
1. Security: Include when additional security or collateral is required for the fee payment
2. Tax Provisions: Include when specific tax implications need to be addressed, particularly for substantial assignments
3. Regulatory Compliance: Include when the assignment involves regulated activities or assets
4. Confidentiality: Include when sensitive information is involved in the assignment
5. Third Party Consents: Include when the assignment requires approval from other parties
6. Interest and Penalties: Include when there are specific provisions for late payment or default
7. Force Majeure: Include when longer-term payment obligations need protection against unforeseen events
1. Schedule 1 - Assigned Rights: Detailed description of the rights or property being assigned
2. Schedule 2 - Fee Calculation: Detailed methodology for calculating the assignment fee
3. Schedule 3 - Payment Schedule: Detailed payment timeline and installment amounts if applicable
4. Schedule 4 - Completion Requirements: List of documents and actions required for completion
5. Appendix A - Form of Notice: Template for any required notices related to the assignment
6. Appendix B - Required Consents: List of required third-party consents and their status
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