Exclusive Marketing Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Exclusive Marketing Agreement

"I need an Exclusive Marketing Agreement for my luxury fashion retail company to engage a Hong Kong-based marketing agency for all our APAC marketing activities, with special emphasis on digital platforms and social media influencer management, starting from March 2025."

Document background
The Exclusive Marketing Agreement is a critical commercial document used when a company wishes to engage a marketing service provider on an exclusive basis within specified territories or for particular products/services. This agreement, governed by Hong Kong law, defines the exclusive nature of the relationship, protecting both parties' interests while ensuring compliance with Hong Kong's Competition Ordinance and other relevant legislation. It is particularly important for businesses seeking to establish a strong, controlled marketing presence through a single channel or provider. The document typically includes detailed provisions on service scope, performance metrics, territorial restrictions, and intellectual property rights, making it suitable for both domestic Hong Kong operations and international marketing arrangements managed from Hong Kong.
Suggested Sections

1. Parties: Identification of the principal company and the marketing agency/service provider

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Key terms used throughout the agreement including Territory, Products/Services, Marketing Services, etc.

4. Appointment and Scope: Declaration of exclusive appointment and detailed scope of marketing services

5. Term and Termination: Duration of the agreement, renewal terms, and termination conditions

6. Exclusivity Obligations: Specific terms of exclusivity, territorial restrictions, and non-compete provisions

7. Marketing Services: Detailed description of required marketing services, deliverables, and performance standards

8. Fees and Payment: Compensation structure, payment terms, expenses, and invoicing procedures

9. Performance Metrics: Key performance indicators, targets, and evaluation criteria

10. Intellectual Property Rights: Ownership and usage rights of marketing materials and brand assets

11. Confidentiality: Protection of confidential information and trade secrets

12. Representations and Warranties: Standard warranties regarding capacity, authority, and service quality

13. Liability and Indemnification: Limitation of liability and mutual indemnification provisions

14. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law

Optional Sections

1. Data Protection: Required if marketing activities involve collection or processing of personal data

2. Digital Marketing: Include when services specifically cover online and social media marketing

3. Cross-Border Activities: Required when marketing activities extend beyond Hong Kong

4. Regulatory Compliance: Include for heavily regulated industries (e.g., financial services, healthcare)

5. Sub-contracting: Include if the marketing agency needs right to subcontract certain services

6. Insurance: Include when specific insurance coverage requirements are needed

7. Force Majeure: Optional clause for unforeseeable circumstances preventing performance

8. Non-Solicitation: Include to prevent poaching of employees or clients

Suggested Schedules

1. Schedule 1 - Service Specifications: Detailed scope of marketing services and deliverables

2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, commission structures, and payment terms

3. Schedule 3 - Performance Metrics: Specific KPIs, targets, and measurement methodologies

4. Schedule 4 - Territory Definition: Detailed description of geographical areas covered by exclusivity

5. Schedule 5 - Approved Marketing Materials: Templates and guidelines for marketing materials

6. Schedule 6 - Brand Guidelines: Principal's branding requirements and usage guidelines

7. Appendix A - Reporting Templates: Standard formats for performance and activity reporting

8. Appendix B - Approval Procedures: Process flow for obtaining approvals on marketing materials

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Retail

E-commerce

Consumer Goods

Financial Services

Technology

Healthcare

Entertainment

Fashion

Luxury Goods

Food and Beverage

Real Estate

Telecommunications

Professional Services

Education

Manufacturing

Tourism and Hospitality

Relevant Teams

Legal

Marketing

Commercial

Business Development

Procurement

Compliance

Operations

Brand Management

Agency Relations

Executive Leadership

Relevant Roles

Chief Marketing Officer

Marketing Director

Brand Manager

Commercial Director

Business Development Manager

Legal Counsel

Contract Manager

Chief Executive Officer

Marketing Manager

Agency Relations Manager

Procurement Manager

Operations Director

Chief Commercial Officer

Marketing Operations Manager

Compliance Officer

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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