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Exclusive Subcontractor Agreement
"I need an Exclusive Subcontractor Agreement for my IT services company based in Hong Kong, where we'll be engaging a specialized software development firm as our sole provider of AI development services for a three-year term starting March 2025."
1. Parties: Identifies and provides full details of the contractor and subcontractor
2. Background: Explains the context of the agreement and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Scope: Establishes the exclusive appointment and detailed scope of subcontractor services
5. Term and Exclusivity: Specifies the duration of the agreement and exclusivity obligations
6. Subcontractor Obligations: Details the key responsibilities and performance standards of the subcontractor
7. Contractor Obligations: Outlines the contractor's responsibilities and commitments
8. Payment Terms: Specifies fees, payment schedule, invoicing requirements, and payment methods
9. Intellectual Property: Addresses ownership and usage rights of IP created during the service provision
10. Confidentiality: Defines confidential information and protection obligations
11. Liability and Indemnity: Sets out liability limitations and indemnification obligations
12. Insurance: Specifies required insurance coverage and minimum limits
13. Termination: Details circumstances and procedures for ending the agreement
14. Post-Termination Obligations: Specifies obligations that survive agreement termination
15. General Provisions: Contains standard boilerplate clauses including governing law, notices, and assignment
1. Health and Safety: Required for agreements involving on-site work or hazardous activities
2. Data Protection: Necessary when personal data processing is involved in service delivery
3. Environmental Compliance: Important for services with environmental impacts
4. Quality Assurance: Relevant for services requiring specific quality standards or certifications
5. Non-Solicitation: Optional protection against hiring of staff between parties
6. Force Majeure: May be included to address unforeseeable circumstances
7. Change Control: Needed for agreements where scope changes are likely
8. Compliance with Anti-Bribery Laws: Important for high-value contracts or government-related work
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 service level requirements
4. Schedule 4 - Key Personnel: List of key subcontractor staff assigned to the services
5. Schedule 5 - Equipment and Materials: List of equipment/materials to be provided by each party
6. Schedule 6 - Required Insurance: Detailed insurance requirements and coverage limits
7. Appendix A - Form of Reports: Templates for required service reports and documentation
8. Appendix B - Change Request Form: Standard form for requesting and approving changes
Authors
Applicable Laws
Background IP
Business Day
Charges
Commencement Date
Confidential Information
Contract Year
Deliverables
Developed IP
Equipment
Exclusive Territory
Force Majeure Event
Good Industry Practice
Group
Insolvency Event
Intellectual Property Rights
Key Personnel
Loss
Material Breach
Permitted Purpose
Personnel
Project
Representatives
Services
Service Levels
Site
Specifications
Subcontractor Materials
Term
Third Party
Variation
Working Hours
Appointment
Exclusivity
Term and Duration
Services
Subcontractor Obligations
Contractor Obligations
Personnel
Service Levels
Quality Assurance
Payment
Invoicing
Intellectual Property
Confidentiality
Data Protection
Representations and Warranties
Insurance
Liability and Indemnity
Force Majeure
Termination
Exit Management
Non-Solicitation
Assignment and Subcontracting
Change Control
Notices
Dispute Resolution
Governing Law
Health and Safety
Compliance with Laws
Anti-Bribery
Record Keeping
Audit Rights
Entire Agreement
Severability
Waiver
Variation
Third Party Rights
Announcements and Publicity
Construction
Information Technology
Manufacturing
Professional Services
Engineering
Telecommunications
Facilities Management
Research and Development
Healthcare Services
Energy and Utilities
Legal
Procurement
Operations
Commercial
Finance
Risk & Compliance
Supply Chain
Project Management
Technical Operations
Business Development
Chief Executive Officer
Chief Operating Officer
Procurement Manager
Contract Manager
Project Manager
Operations Director
Legal Counsel
Commercial Director
Supply Chain Manager
Risk Manager
Compliance Officer
Technical Director
Business Development Manager
Finance Director
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