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1. Parties: Identification of the contracting parties, including full legal names and addresses
2. Background: Context of the agreement and brief description of why the parties are entering into this contract
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided by the contractor
5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
6. Compensation and Payment Terms: Fee structure, payment schedule, and expenses policy
7. Independent Contractor Status: Clear statement of contractor's independent status and not an employee
8. Contractor's Obligations: Key responsibilities, deliverables, and performance standards
9. Client's Obligations: Client's responsibilities including provision of information and access
10. Intellectual Property Rights: Ownership and transfer of IP created during the engagement
11. Confidentiality: Protection of confidential information and trade secrets
12. Data Protection: Compliance with Personal Data (Privacy) Ordinance and data handling procedures
13. Liability and Indemnification: Allocation of risks and responsibilities between parties
14. Insurance: Required insurance coverage to be maintained by the contractor
15. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction
16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Non-Compete: Restrictions on contractor's ability to work with competitors (use when contractor will have access to sensitive competitive information)
2. Non-Solicitation: Restrictions on soliciting employees or clients (use when contractor will have significant client or employee contact)
3. Equipment and Resources: Provisions regarding supply and use of equipment (use when specific equipment or resources are required)
4. Subcontracting: Terms governing the use of subcontractors (use when subcontracting may be needed)
5. Key Personnel: Identification of specific individuals who must perform the services (use for projects requiring specific expertise)
6. Force Majeure: Provisions for unforeseen circumstances (use in longer-term or high-value contracts)
7. Audit Rights: Client's right to audit contractor's records (use in financial or compliance-sensitive contracts)
8. Change Control: Process for managing changes to scope or deliverables (use in complex or long-term projects)
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: Performance metrics and quality standards
4. Schedule 4 - Key Personnel: Details of key individuals and their qualifications
5. Schedule 5 - Data Processing Requirements: Specific requirements for handling personal data
6. Schedule 6 - Insurance Requirements: Detailed insurance coverage requirements
7. Appendix A - Required Forms: Standard forms for invoicing, reporting, or other administrative matters
8. Appendix B - Policies and Procedures: Relevant client policies that contractor must comply with
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