Subcontractor Framework Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Subcontractor Framework Agreement

"I need a Subcontractor Framework Agreement under Hong Kong law for use with multiple engineering subcontractors on a large infrastructure project starting in March 2025, with specific provisions for performance bonds and local content requirements."

Document background
The Subcontractor Framework Agreement is essential for businesses operating in Hong Kong that regularly engage subcontractors for various projects or services. This document serves as a master agreement that sets out the overarching terms and conditions governing the relationship between the main contractor and subcontractor, while allowing for specific work orders to be issued for individual projects or services. It is particularly valuable for companies that anticipate multiple engagements with the same subcontractor over time, as it eliminates the need to negotiate basic terms for each new project. The agreement incorporates key requirements under Hong Kong law, including provisions related to employment, safety standards, insurance, and industry-specific regulations. It provides a balanced framework for risk allocation, quality control, payment mechanisms, and dispute resolution, while maintaining sufficient flexibility to accommodate different types of work through its work order system.
Suggested Sections

1. Parties: Identification of the main contractor and subcontractor, including full legal names and registration details

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

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Appointment and Scope: Terms of appointment and general scope of services that may be provided under the framework

5. Work Orders: Process for issuing, accepting, and executing specific work orders under the framework

6. Subcontractor Obligations: Core duties and responsibilities of the subcontractor

7. Main Contractor Obligations: Core duties and responsibilities of the main contractor

8. Quality and Standards: Required quality levels, industry standards, and compliance requirements

9. Health and Safety: Safety requirements and compliance with relevant Hong Kong regulations

10. Payment Terms: General payment framework, including invoicing process and payment timing

11. Insurance and Liability: Required insurance coverage and allocation of liabilities between parties

12. Intellectual Property: Ownership and usage rights of IP created during the performance of services

13. Confidentiality: Protection of confidential information exchanged between parties

14. Term and Termination: Duration of the framework agreement and termination provisions

15. Force Majeure: Handling of events beyond parties' reasonable control

16. Governing Law and Jurisdiction: Confirmation of Hong Kong law governance and jurisdiction for disputes

17. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Performance Bonds: Required when specific security for performance is needed for high-value or high-risk work

2. Parent Company Guarantee: Include when dealing with subsidiary companies or requiring additional financial security

3. Environmental Compliance: Specific section for projects with significant environmental implications

4. Data Protection: Required when personal data processing is involved in the services

5. Anti-Corruption: Detailed provisions for projects with specific anti-corruption compliance requirements

6. Local Content Requirements: Include when there are specific requirements for local workforce or materials

7. Dispute Resolution: Detailed alternative dispute resolution procedures, if different from standard litigation

8. Assignment and Subcontracting: Detailed provisions if further subcontracting might be permitted

Suggested Schedules

1. Schedule 1 - Services Description: Detailed description of the types of services that may be provided under the framework

2. Schedule 2 - Rate Card: Standard rates and pricing mechanisms for different types of services

3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements

4. Schedule 4 - Work Order Template: Standard form for individual work orders under the framework

5. Schedule 5 - Insurance Requirements: Detailed insurance requirements including types and levels of coverage

6. Schedule 6 - Key Personnel: List of key personnel from both parties responsible for managing the relationship

7. Schedule 7 - Health and Safety Requirements: Detailed health and safety procedures and requirements

8. Schedule 8 - Required Certifications: List of required certifications and qualifications for personnel

9. Appendix A - Form of Performance Bond: Standard form for any required performance bonds

10. Appendix B - Reporting Templates: Standard templates for required regular reporting

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

Construction

Engineering

Information Technology

Manufacturing

Facilities Management

Professional Services

Telecommunications

Infrastructure

Real Estate Development

Industrial Services

Energy

Transportation

Relevant Teams

Legal

Procurement

Operations

Commercial

Risk & Compliance

Finance

Project Management

Supply Chain

Health & Safety

Quality Assurance

Relevant Roles

Procurement Manager

Contract Manager

Project Manager

Legal Counsel

Commercial Director

Operations Manager

Risk Manager

Compliance Officer

Supply Chain Manager

Chief Operating Officer

Construction Manager

Facilities Manager

Technical Director

Head of Procurement

General Counsel

Chief Financial 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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