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1. Parties: Identification of the company providing management services and the company receiving them
2. Background: Context of the agreement and brief description of the companies' business relationship
3. Definitions: Defined terms used throughout the agreement
4. Appointment and Scope: Terms of appointment and detailed scope of management services to be provided
5. Term and Termination: Duration of the agreement and circumstances for termination
6. Management Services: Detailed description of management responsibilities and deliverables
7. Fees and Payment: Management fees, payment terms, expenses, and invoicing procedures
8. Obligations of Service Provider: Duties and responsibilities of the managing company
9. Obligations of Client: Duties and responsibilities of the company receiving management services
10. Performance Standards: Expected service levels and quality standards
11. Intellectual Property: Ownership and usage rights of IP created during service provision
12. Confidentiality: Protection and handling of confidential information
13. Liability and Indemnification: Limitation of liability and indemnification provisions
14. Force Majeure: Provisions for unforeseen circumstances affecting performance
15. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction
16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
17. Execution: Signature blocks and execution details
1. Key Personnel: Used when specific individuals are critical to service delivery - defines key personnel and replacement procedures
2. Non-Competition: Include when protecting against competitive activities is necessary
3. Data Protection: Required when significant personal data processing is involved
4. Insurance: Include when specific insurance requirements need to be maintained
5. Audit Rights: Used when regular auditing of management services is required
6. Step-In Rights: Include when client needs right to take over management functions in specific circumstances
7. Change Control: Used for complex agreements where formal process for changes is needed
8. Business Continuity: Include when service continuity is critical to client operations
9. Anti-Bribery and Corruption: Required for high-value contracts or when dealing with public sector
10. Environmental, Social and Governance: Include when ESG compliance is important to either party
1. Schedule 1 - Services Description: Detailed breakdown of management services to be provided
2. Schedule 2 - Fee Schedule: Detailed fee structure, calculation methods, and payment terms
3. Schedule 3 - Service Levels: Specific performance metrics and measurement criteria
4. Schedule 4 - Key Personnel: List of key management personnel and their roles
5. Schedule 5 - Policies and Procedures: Relevant operational policies and procedures to be followed
6. Schedule 6 - Reports and Documentation: Required management reports and documentation
7. Appendix A - Power of Attorney: If specific legal authority needs to be granted
8. Appendix B - Company Authorizations: Corporate authorizations and board resolutions
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