Exclusive Subcontractor Agreement Template for Hong Kong

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Key Requirements PROMPT example:

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."

Document background
The Exclusive Subcontractor Agreement is essential for businesses operating in Hong Kong that require specialized services provided on an exclusive basis. This document is particularly relevant when a company needs to secure dedicated subcontractor services while maintaining quality control and protecting commercial interests. The agreement, governed by Hong Kong law, establishes a formal framework for the exclusive relationship, detailing service scope, performance metrics, payment structures, and compliance requirements. It's commonly used when long-term, stable subcontracting relationships are desired, particularly in technical or specialized service areas where consistency and reliability are crucial. The document incorporates provisions to address Hong Kong-specific regulatory requirements, including business registration, employment classification, and data privacy considerations.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Clauses
Relevant Industries

Construction

Information Technology

Manufacturing

Professional Services

Engineering

Telecommunications

Facilities Management

Research and Development

Healthcare Services

Energy and Utilities

Relevant Teams

Legal

Procurement

Operations

Commercial

Finance

Risk & Compliance

Supply Chain

Project Management

Technical Operations

Business Development

Relevant Roles

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

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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