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Vendor Service Agreement
"I need a Vendor Service Agreement governed by Hong Kong law for an IT consulting firm providing cybersecurity services to a financial institution, with strict data protection and confidentiality provisions, and service levels for incident response times."
1. Parties: Identification of contracting parties with full legal names and addresses
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided by the vendor
5. Term and Termination: Duration of agreement, renewal terms, and termination provisions
6. Payment Terms: Pricing, payment schedule, invoicing requirements, and payment methods
7. Service Levels: Performance standards, KPIs, and quality requirements
8. Vendor Obligations: Key responsibilities and obligations of the vendor
9. Client Obligations: Key responsibilities and obligations of the client
10. Confidentiality: Protection of confidential information and trade secrets
11. Data Protection: Compliance with PDPO and data handling requirements
12. Liability and Indemnification: Limitation of liability and indemnification provisions
13. Force Majeure: Provisions for unforeseen circumstances affecting performance
14. Governing Law and Jurisdiction: Hong Kong law and jurisdiction specifications
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Intellectual Property Rights: Include when services involve creation or use of intellectual property
2. Insurance Requirements: Include when specific insurance coverage is required from vendor
3. Security Requirements: Include when vendor requires access to client systems or facilities
4. Change Control: Include for complex services requiring formal change management processes
5. Audit Rights: Include when client needs right to audit vendor's performance or compliance
6. Business Continuity: Include for critical services requiring disaster recovery planning
7. Anti-Bribery and Corruption: Include for high-risk services or regulatory requirements
8. Subcontracting: Include when vendor may need to subcontract services
9. Import/Export Compliance: Include when services involve cross-border elements
10. Environmental Compliance: Include when services have environmental impact considerations
1. Schedule 1 - Service Specifications: Detailed technical specifications of services to be provided
2. Schedule 2 - Pricing and Payment Schedule: Detailed pricing structure, rates, and payment milestones
3. Schedule 3 - Service Levels and KPIs: Detailed performance metrics and measurement criteria
4. Schedule 4 - Contact Details and Escalation Matrix: Key personnel and escalation procedures
5. Schedule 5 - Required Insurance Coverage: Specific insurance types and coverage amounts
6. Appendix A - Data Processing Requirements: Specific data handling and protection requirements
7. Appendix B - Security Standards: Required security protocols and standards
8. Appendix C - Change Request Form: Template for requesting and documenting changes to services
Authors
Applicable Law
Business Day
Charges
Commencement Date
Confidential Information
Contract Year
Client
Client Data
Client Materials
Deliverables
Disclosing Party
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Loss
Material Breach
Notice
Personal Data
Receiving Party
Representatives
Services
Service Levels
Service Level Agreement
Service Credits
Service Location
Service Provider
Service Recipient
Specifications
Subcontractor
Term
Termination Date
Third Party
Working Hours
Change Request
Dispute
Emergency
Insolvency Event
Performance Standards
Regulatory Requirements
Security Requirements
Service Interruption
Territory
Vendor Personnel
Scope of Services
Term and Duration
Service Levels
Performance Standards
Payment Terms
Invoicing
Taxes
Obligations
Representations and Warranties
Confidentiality
Data Protection
Intellectual Property
Personnel
Subcontracting
Compliance
Insurance
Liability
Indemnification
Force Majeure
Termination
Exit Management
Assignment
Change Control
Dispute Resolution
Notices
Governing Law
Entire Agreement
Severability
Variation
Third Party Rights
Anti-Bribery
Security
Audit Rights
Business Continuity
Non-Solicitation
Waiver
Relationship of Parties
Announcements
Currency
Costs
Counterparts
Technology
Financial Services
Manufacturing
Retail
Healthcare
Professional Services
Telecommunications
Construction
Logistics
Education
Real Estate
Energy
Media and Entertainment
Legal
Procurement
Finance
Operations
Risk and Compliance
Information Technology
Supply Chain
Project Management
Vendor Management
Internal Audit
Procurement Manager
Legal Counsel
Contract Manager
Chief Financial Officer
Operations Director
Risk Manager
Compliance Officer
Vendor Relations Manager
Supply Chain Manager
Project Manager
Chief Technology Officer
Sourcing Specialist
General Counsel
Business Unit Head
Chief Operating Officer
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