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1. Parties: Identifies and defines the contracting parties - the MSO provider and the client organization
2. Background: Provides context for the agreement and outlines the parties' intentions
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Scope of Services: Details the management and administrative services to be provided by the MSO
5. Term and Renewal: Specifies the initial term of the agreement and conditions for renewal
6. Fees and Payment Terms: Outlines the fee structure, payment schedule, and related financial terms
7. MSO's Obligations: Details the specific responsibilities and commitments of the MSO
8. Client's Obligations: Specifies the responsibilities and commitments of the client organization
9. Personnel and Staffing: Addresses staffing arrangements, qualifications, and related requirements
10. Compliance and Regulatory Matters: Ensures compliance with relevant laws and regulations
11. Confidentiality: Protects confidential information of both parties
12. Data Protection: Addresses handling of personal and sensitive data in compliance with Hong Kong law
13. Intellectual Property: Manages IP rights and ownership of materials created during service provision
14. Liability and Indemnification: Defines liability limits and indemnification obligations
15. Termination: Specifies grounds and procedures for agreement termination
16. Post-Termination Obligations: Outlines obligations and procedures following agreement termination
17. General Provisions: Includes standard legal provisions such as notices, amendments, and governing law
1. Insurance: Details insurance requirements when specific coverage is needed for high-risk services
2. Quality Assurance: Establishes quality standards and monitoring processes for specialized services
3. Performance Metrics: Defines KPIs and performance standards when specific metrics are required
4. Disaster Recovery: Outlines business continuity procedures for critical service arrangements
5. Anti-Corruption Compliance: Added for international operations or when dealing with public sector
6. Change Control: Procedures for managing changes to services or terms when flexibility is needed
7. Audit Rights: Grants audit rights when regular service verification is required
8. Non-Competition: Restricts competitive activities when protecting market position is crucial
9. Force Majeure: Addresses unforeseeable circumstances, particularly relevant in uncertain markets
1. Schedule 1 - Services Description: Detailed description of all management and administrative services
2. Schedule 2 - Fee Schedule: Comprehensive breakdown of fees, charges, and payment terms
3. Schedule 3 - Service Levels: Specific service standards and performance metrics
4. Schedule 4 - Key Personnel: Lists key staff members and their roles/responsibilities
5. Schedule 5 - Operational Procedures: Detailed operational processes and protocols
6. Schedule 6 - Compliance Requirements: Specific regulatory and compliance obligations
7. Schedule 7 - Reports and Documentation: Required reports, forms, and documentation
8. Appendix A - Insurance Requirements: Detailed insurance coverage requirements
9. Appendix B - Data Processing Requirements: Specific data handling and protection procedures
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