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1. Parties: Identification of the service provider and the client company, including full legal names and registered addresses
2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the management services arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Scope of Services: Details of the service provider's appointment and comprehensive description of management services to be provided
5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination
6. Fees and Payment Terms: Management fee structure, payment schedule, expenses, and invoicing procedures
7. Service Provider's Obligations: Detailed responsibilities and performance standards of the service provider
8. Client's Obligations: Client's responsibilities including provision of information, access, and support
9. Confidentiality: Protection and handling of confidential information from both parties
10. Intellectual Property Rights: Ownership and usage rights of IP created during service provision
11. Data Protection: Compliance with PDPO and data handling requirements
12. Liability and Indemnification: Limitation of liability and mutual indemnification provisions
13. Force Majeure: Provisions for unforeseen circumstances affecting service delivery
14. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction
15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Non-Competition: Restrictions on competitive activities, used when service provider may have access to sensitive business information
2. Insurance: Insurance requirements, included when specific coverage is needed for high-risk services
3. Key Personnel: Identification and obligations of key service provider staff, used when specific individuals are crucial to service delivery
4. Service Levels: Specific performance metrics and standards, included when quantifiable service levels are required
5. Audit Rights: Client's rights to audit service provider's performance and records, used in regulated industries or for critical services
6. Business Continuity: Disaster recovery and business continuity requirements, important for critical management services
7. Anti-Corruption: Compliance with anti-corruption laws, particularly important when dealing with public entities or regulated industries
8. Change Control: Procedures for changing service scope or terms, useful for long-term or complex service arrangements
1. Schedule 1 - Services Description: Detailed breakdown of management services to be provided
2. Schedule 2 - Fee Schedule: Detailed fee structure, rates, and payment terms
3. Schedule 3 - Service Levels and KPIs: Specific performance metrics and measurement criteria
4. Schedule 4 - Key Personnel: Details of key team members and their roles
5. Schedule 5 - Reports and Deliverables: List and format of required reports and deliverables
6. Schedule 6 - Client Policies: Relevant client policies that service provider must comply with
7. Appendix A - Form of Reports: Templates for required management and performance reports
8. Appendix B - Change Request Form: Standard form for requesting changes to services or terms
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