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Framework Contract
"I need a Framework Contract governed by Hong Kong law for providing IT consulting services to multiple group companies, with a master services agreement starting from January 2025 that includes detailed service levels and data protection provisions."
1. Parties: Identification of the contracting parties and their registered details
2. Background: Context of the agreement and commercial relationship between the parties
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Framework Structure: Mechanics of how the framework operates, including process for placing orders
5. Duration: Term of the framework agreement, including extension options
6. Orders and Call-off Contracts: Process for placing orders and forming individual contracts under the framework
7. Prices and Payment: Pricing mechanism, payment terms, and invoicing requirements
8. Contract Management: Governance structure, key personnel, and relationship management
9. Obligations and Warranties: Core obligations of each party and standard warranties
10. Compliance: Regulatory compliance requirements and relevant Hong Kong law obligations
11. Liability and Insurance: Limitation of liability provisions and insurance requirements
12. Intellectual Property: Ownership and usage rights of IP under the framework
13. Confidentiality: Protection of confidential information and trade secrets
14. Termination: Termination rights and consequences of termination
15. Boilerplate Clauses: Standard legal provisions including governing law, notices, and entire agreement
1. Data Protection: Required if personal data will be processed under the framework
2. Anti-Bribery and Corruption: Recommended for high-value frameworks or government contracts
3. Environmental Compliance: Required for frameworks involving environmental impacts or sustainability commitments
4. Import/Export Controls: Required for international trade or cross-border services
5. Security Requirements: Required for frameworks involving sensitive information or critical systems
6. Force Majeure: Optional but recommended for long-term frameworks
7. Change Control: Required for complex or technology-related frameworks
8. Parent Company Guarantee: Required when seeking additional financial security
9. Staff and Subcontracting: Required if services involve key personnel or subcontractor rights are important
1. Order Form Template: Standard form for placing orders under the framework
2. Pricing Schedule: Detailed pricing structure, rates, and any volume discounts
3. Service Levels: Performance metrics and service level requirements
4. Specification: Detailed description of goods/services covered by the framework
5. Key Personnel: List of key staff and their roles
6. Governance Procedures: Detailed procedures for contract management and escalation
7. Form of Call-off Terms: Standard terms that apply to each call-off contract
8. Change Control Procedure: Detailed process for managing changes to the framework
9. Data Processing Agreement: Detailed terms for handling personal data if applicable
Authors
Technology
Manufacturing
Financial Services
Professional Services
Retail
Construction
Healthcare
Telecommunications
Logistics
Energy
Education
Real Estate
Legal
Procurement
Commercial
Finance
Operations
Compliance
Risk Management
Business Development
Project Management
Supply Chain
Vendor Management
Contract Administration
Chief Legal Officer
Legal Counsel
Commercial Director
Procurement Manager
Contract Manager
Supply Chain Director
Chief Financial Officer
Operations Director
Compliance Officer
Risk Manager
Business Development Manager
Project Manager
Account Manager
Vendor Manager
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