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Exclusive Cooperation Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Exclusive Cooperation Agreement

"I need an Exclusive Cooperation Agreement for a Hong Kong technology company partnering with a mainland China software developer, with exclusivity for the Greater Bay Area and specific provisions for intellectual property protection and data privacy, to be effective from March 2025."

Document background
The Exclusive Cooperation Agreement is a crucial legal instrument used in Hong Kong's business environment when parties wish to establish a formal, exclusive business relationship. This document is particularly relevant in scenarios where organizations want to collaborate while maintaining exclusivity in specific geographical areas, market segments, or business activities. The agreement, governed by Hong Kong law, typically includes comprehensive provisions covering the scope of cooperation, exclusivity terms, intellectual property rights, confidentiality obligations, and operational requirements. It's commonly used in various commercial contexts, from technology partnerships to distribution arrangements, and must comply with Hong Kong's legal framework, particularly regarding competition law and contract formation principles. The document serves as a foundational framework for managing exclusive business relationships while protecting both parties' interests and ensuring legal compliance.
Suggested Sections

1. Parties: Identifies and defines the contracting parties with their full legal names and addresses

2. Background: Sets out the context and purpose of the agreement, including the parties' intention to cooperate exclusively

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules of interpretation

4. Scope of Cooperation: Details the specific areas and nature of cooperation between the parties

5. Exclusivity Obligations: Specifies the exclusive nature of the cooperation, including territorial scope and limitations

6. Rights and Obligations: Outlines the specific rights and obligations of each party under the agreement

7. Term and Termination: Specifies the duration of the agreement and circumstances under which it can be terminated

8. Confidentiality: Establishes obligations regarding the protection of confidential information

9. Intellectual Property Rights: Addresses the ownership and usage rights of IP created or shared during cooperation

10. Representations and Warranties: Contains standard representations and warranties from both parties

11. Liability and Indemnification: Sets out the liability framework and indemnification obligations

12. Force Majeure: Addresses circumstances beyond parties' control that may affect performance

13. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for dispute resolution

14. General Provisions: Includes standard boilerplate clauses such as notices, amendments, and assignment

Optional Sections

1. Non-Competition: Additional restrictions on competitive activities, used when parties want to prevent competition beyond the exclusive cooperation scope

2. Performance Targets: Specific metrics and targets for the cooperation, used when parties want to measure success objectively

3. Revenue Sharing: Framework for sharing revenues generated from the cooperation, used when the arrangement involves joint commercial activities

4. Quality Control: Standards and procedures for maintaining quality, used particularly in manufacturing or service delivery cooperation

5. Marketing and Branding: Guidelines for joint marketing activities and brand usage, relevant when cooperation involves public-facing activities

6. Data Protection: Specific provisions for handling personal data, required when cooperation involves data sharing or processing

7. Insurance: Requirements for insurance coverage, important when cooperation involves significant operational risks

8. Dispute Resolution: Detailed procedures for resolving disputes, such as mediation or arbitration, used when parties want alternatives to court litigation

Suggested Schedules

1. Schedule 1 - Scope of Cooperation: Detailed description of cooperation activities, deliverables, and timelines

2. Schedule 2 - Territory: Detailed definition of geographical areas covered by the exclusivity arrangement

3. Schedule 3 - Commercial Terms: Specific commercial terms including pricing, payment terms, and financial arrangements

4. Schedule 4 - Key Personnel: List of key personnel from each party responsible for managing the cooperation

5. Schedule 5 - Technical Specifications: Technical requirements and specifications relevant to the cooperation

6. Appendix A - Service Level Agreement: Detailed service levels and performance metrics if applicable

7. Appendix B - Compliance Requirements: Specific regulatory or compliance requirements applicable to the cooperation

8. Appendix C - Form of Reports: Templates for required reporting between the parties

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions








































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Relevant Industries

Technology and Software

Manufacturing

Trading and Distribution

Professional Services

Retail

Healthcare and Pharmaceuticals

Financial Services

Telecommunications

Research and Development

Education and Training

E-commerce

Logistics and Supply Chain

Media and Entertainment

Consumer Goods

Relevant Teams

Legal

Business Development

Operations

Commercial

Procurement

Sales

Strategic Planning

Compliance

Corporate Affairs

Risk Management

Relevant Roles

Chief Executive Officer

Chief Operating Officer

Chief Legal Officer

General Counsel

Legal Director

Commercial Director

Business Development Manager

Operations Manager

Contract Manager

Procurement Manager

Partnership Manager

Strategic Alliance Director

Regional Manager

Sales Director

Managing Director

Head of Business Development

Head of Legal

Head of Operations

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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