[{"id":"919e19cc-8855-4158-98e7-2509fbc30545","order":1,"text":"MASTER SERVICES AGREEMENT","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"0ac6ccb6-6851-423d-902f-eccde7289d3f","order":2,"text":"(Governed by the laws of the Hong Kong Special Administrative Region)","fontSize":"12","textAlign":"center","bold":false,"underline":false,"marginBottom":"26","cflou":false,"active":true},{"id":"1df84867-bfde-4d17-9627-778c1238309f","order":3,"text":"THIS MASTER SERVICES AGREEMENT is made on [Date of this Agreement].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"9cf77cd4-21b3-4668-a4d7-97f58e736285","order":4,"text":"BETWEEN:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9b7f886e-d3ca-4ba8-a500-568d570975ee","order":5,"text":"(1) [Client's full legal name], a company incorporated in [Place of incorporation] with registration number [Company or Business Registration number], whose registered office is at [Registered office address] (the \"Client\"); and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e4a99d8b-dc0d-4443-ab23-563db563ffe3","value":"company","type":"add","operator":"="}]},{"id":"a1e14c09-e191-4047-8532-adcd86082f40","order":6,"text":"(1) [Client's full name], holder of identity document number [HKID or passport number], of [Residential address] (the \"Client\"); and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e4a99d8b-dc0d-4443-ab23-563db563ffe3","value":"individual","type":"add","operator":"="}]},{"id":"67fcf954-1902-407d-95f3-b2c02c11e6cc","order":7,"text":"(2) [Service Provider's full legal name], a company incorporated in [Place of incorporation] with registration number [Company or Business Registration number], whose registered office is at [Registered office address] (the \"Service Provider\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7db1a827-b6d8-4383-8495-35eee9e82eaf","value":"company","type":"add","operator":"="}]},{"id":"c340eaa0-afdd-4d48-b7cb-1f5a2eed458f","order":8,"text":"(2) [Service Provider's full name], holder of identity document number [HKID or passport number], of [Residential address] (the \"Service Provider\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7db1a827-b6d8-4383-8495-35eee9e82eaf","value":"individual","type":"add","operator":"="}]},{"id":"e1d3f48c-0006-4dc5-9299-30100bdfd6f1","order":9,"text":"The Client and the Service Provider are together referred to as the \"Parties\" and each as a \"Party\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"4b99082d-425b-4dc6-9b9f-82ee5ad8ac83","order":10,"text":"WHEREAS:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9add370b-7568-4ee5-81e7-6298aa90f0e1","order":11,"text":"The Service Provider carries on the business of supplying the services described in this Agreement and represents that it has the skill, experience, personnel and resources required to supply them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c89948d8-9d0f-4ccb-b152-bf8545838080","order":12,"text":"The Client wishes to engage the Service Provider to supply those services, and the Service Provider has agreed to supply them, on the terms and subject to the conditions of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3f789f98-a229-48e9-a137-f73a34ca4d2e","order":13,"text":"This Agreement sets out the framework terms which will govern each Statement of Work agreed between the Parties from time to time. Of itself, this Agreement does not oblige the Client to procure, or the Service Provider to supply, any particular services in the absence of an agreed Statement of Work.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"ca93ffbd-77de-42b1-bc48-14f7ff1581a9","order":14,"text":"IT IS AGREED as follows:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7ef5c15e-1442-45f3-997a-8c8651714ff4","order":15,"text":"1. INTERPRETATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S01"},{"id":"acdd4092-a34d-48bf-bf5b-214e7bd17a21","order":16,"text":"In this Agreement, unless the context otherwise requires, the following expressions have the following meanings. \"Affiliate\" means, in relation to a Party, any entity which directly or indirectly controls, is controlled by, or is under common control with that Party, and \"control\" means the power to direct the management and policies of an entity, whether through the ownership of voting capital, by contract or otherwise. \"Business Day\" means a day (other than a Saturday, a Sunday or a public holiday) on which licensed banks are generally open for business in Hong Kong.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2e0d413a-3637-427e-b97e-5fb6f45c7975","order":17,"text":"\"Charges\" means the fees and other sums payable by the Client to the Service Provider under this Agreement and under each Statement of Work. \"Confidential Information\" has the meaning given to it in the Article headed \"Confidentiality\". \"Deliverables\" means all documents, reports, designs, drawings, software, data, models and other materials which the Service Provider is required to create for or deliver to the Client under a Statement of Work.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e2f2b4f9-6148-4998-b853-b3f0b3238987","order":18,"text":"\"Effective Date\" means the date stated as such in the Article headed \"Term and Renewal\". \"Hong Kong\" means the Hong Kong Special Administrative Region of the People's Republic of China. \"Ordinance\" means an ordinance forming part of the laws of Hong Kong.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8c53497e-1803-4763-8c70-2f4f78b5075c","order":19,"text":"\"Intellectual Property Rights\" means patents, rights to inventions, copyright and related rights, moral rights, trade marks, trade names, business names and domain names, rights in get-up and goodwill, rights in designs, database rights, rights in computer software, rights in confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered, including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights, and all similar or equivalent rights or forms of protection which subsist now or in the future in any part of the world.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1ea472de-7251-4573-b6c2-61291cd532fe","order":20,"text":"\"Services\" means the services to be supplied by the Service Provider under this Agreement, as summarised in the Article headed \"Appointment and Scope of the Services\" and as more particularly described in each Statement of Work. \"Statement of Work\" or \"SOW\" means a document agreed and signed by both Parties which describes services to be supplied under this Agreement and which is expressed to be a Statement of Work under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8b37800c-ae8c-40e1-a186-4f85daf2e5f0","order":21,"text":"\"Applicable Law\" means any law, ordinance, regulation, code or binding requirement of any regulatory authority which applies to a Party in the performance of this Agreement. \"Good Industry Practice\" means the exercise of the degree of skill, diligence, prudence, foresight and judgment which would reasonably and ordinarily be expected of a skilled and experienced supplier engaged in the same type of undertaking under the same or similar circumstances. \"Insolvency Event\" means any of the events described in the Article headed \"Termination\" as entitling a Party to terminate on the ground of the other Party's financial condition.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c5f7972e-a9c4-43da-8c6b-94a39bba4460","order":22,"text":"\"Key Personnel\" means the individuals named as such in a Statement of Work. \"Personal Data\" has the meaning given to it in the Personal Data (Privacy) Ordinance (Cap. 486). \"Schedule\" means the schedule to this Agreement setting out the form of Statement of Work.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f61dd6eb-2d61-4d38-bba6-42a1a2f0fb75","order":23,"text":"A reference to an Ordinance or to a statutory provision is a reference to it as amended, extended, consolidated or re-enacted from time to time. Words in the singular include the plural and vice versa. A reference to a person includes a natural person, a corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns. Headings are inserted for convenience only and do not affect the interpretation of this Agreement. Any words following the terms \"including\", \"include\", \"in particular\" or any similar expression are illustrative and do not limit the words preceding them. A reference to \"writing\" or to a document being \"written\" includes electronic mail. A reference to the Schedule is a reference to the schedule to this Agreement, which forms part of it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1c850b1d-66f4-49a4-aba3-d1dc649d9691","order":24,"text":"2. STRUCTURE OF THIS AGREEMENT AND STATEMENTS OF WORK","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S02"},{"id":"2cda8625-6111-4aa0-bdd1-81f7ab7e6b6b","order":25,"text":"This Agreement establishes the terms on which the Service Provider will supply services to the Client. Services shall be supplied under one or more Statements of Work. Each Statement of Work shall be deemed to incorporate the terms of this Agreement and, once signed by both Parties, shall form a separate contract between them incorporating those terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"88b0fc68-31cf-48ad-9de3-08c6aacfe91d","order":26,"text":"Each Statement of Work should be in substantially the form set out in the Schedule and should specify, as a minimum, a description of the services and of any Deliverables, the timetable and any milestones, the Charges and the payment schedule, any acceptance criteria and acceptance procedure, the personnel assigned to the engagement, and any assumptions or dependencies on which the Service Provider relies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3204ff6d-d1ce-4263-9ab0-ef531e2a112b","order":27,"text":"In the event of any conflict or inconsistency between the terms of this Agreement and the terms of a Statement of Work, the terms of this Agreement shall prevail, save that a Statement of Work may vary this Agreement in respect of the services covered by that Statement of Work where it expressly identifies the provision of this Agreement to be varied and states that it is intended to override it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"13895660-91fa-4725-aae4-edf4995015e4","value":"msa","type":"add","operator":"="}]},{"id":"c90879f0-a1fd-4ab3-b295-dc5d9370e9df","order":28,"text":"In the event of any conflict or inconsistency between the terms of this Agreement and the terms of a Statement of Work, the terms of that Statement of Work shall prevail in respect of the services to which it relates, and this Agreement shall continue to govern all other matters between the Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"13895660-91fa-4725-aae4-edf4995015e4","value":"sow","type":"add","operator":"="}]},{"id":"ef8e0d5a-0a35-476a-8c5a-33fde1bd5700","order":29,"text":"Any Affiliate of the Client may enter into a Statement of Work under this Agreement with the Service Provider by signing it. In that case the terms of this Agreement shall apply to that Statement of Work as if that Affiliate were the Client, that Affiliate alone shall be liable for the obligations arising under that Statement of Work, and the Client shall have no liability in respect of it unless the Client has expressly guaranteed those obligations in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"88faee04-4398-4ec0-808f-fc055b9585d5","order":30,"text":"No Statement of Work shall be binding unless it is signed by an authorised representative of each Party. The expiry or termination of a Statement of Work shall not of itself terminate this Agreement or any other Statement of Work.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"688232fe-b190-48fd-9054-0b883c1f622c","order":31,"text":"3. APPOINTMENT AND SCOPE OF THE SERVICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S03"},{"id":"c4c6a74b-cd74-41e3-900d-4185bb13575a","order":32,"text":"The Client appoints the Service Provider, and the Service Provider accepts the appointment, to supply the Services on and subject to the terms of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1a57e880-07a6-44a4-aade-3ba86d7411f5","order":33,"text":"The Services comprise, in summary, [Summary description of the services], as more particularly described in each Statement of Work.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"34abfd51-d16d-46fc-9c7a-4457b8432ae7","order":34,"text":"The appointment is non-exclusive. Nothing in this Agreement prevents the Client from procuring services of the same or a similar kind from any third party, or the Service Provider from supplying services to any third party, subject always to the Article headed \"Confidentiality\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9a764314-2f9c-40e0-8caa-0350727a0c2e","order":35,"text":"The Service Provider shall not be obliged to supply any service which is not described in a Statement of Work or agreed as a change under the Article headed \"Change Control\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c8f479f7-6a02-4d42-918e-164d863a1b21","order":36,"text":"4. PERFORMANCE STANDARDS AND PERSONNEL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S04"},{"id":"e3543fe6-8ada-431e-afc9-f2e6643353be","order":37,"text":"The Service Provider shall supply the Services with the reasonable care and skill to be expected of a competent professional supplier experienced in supplying services of a similar nature, scope and complexity, in accordance with Good Industry Practice, and in compliance with all Applicable Law, including the law of any jurisdiction in which the Services are supplied.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e497d0f4-a087-45fe-b8e5-0c57cf3a1310","order":38,"text":"The Service Provider shall use reasonable endeavours to meet any performance dates, milestones or timetables specified in a Statement of Work, but time shall not be of the essence unless the relevant Statement of Work expressly provides otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ab17025d-5a88-4353-a8de-02476cbd493a","order":39,"text":"The Service Provider shall ensure that its personnel are suitably qualified, trained and supervised, shall procure that they comply with the Client's reasonable site, security, information technology and health and safety rules notified to the Service Provider when working at the Client's premises or on the Client's systems, and shall use reasonable endeavours to maintain continuity of any key personnel named in a Statement of Work.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e78bd751-69e1-41b5-828c-c3fe846e442a","order":40,"text":"The Service Provider shall promptly notify the Client of any actual or anticipated delay, and of any circumstance which the Service Provider reasonably believes may adversely affect the supply of the Services, together with its proposals for mitigating the effect of that circumstance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a5b59eba-4bb4-4f8a-b7c7-1a296fb965bc","order":41,"text":"The Service Provider shall not remove or replace any of the Key Personnel without the prior written consent of the Client, except where the individual resigns, is on long-term sick leave, is dismissed for cause or is otherwise unable to continue. The Service Provider shall replace any member of the Key Personnel who leaves the engagement with an individual of comparable skill and experience as soon as reasonably practicable, and shall bear the cost of familiarising the replacement with the engagement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"baf0af3d-ea34-4936-8c23-4c8f9bf36a71","order":42,"text":"The Client may, acting reasonably and giving its reasons in writing, require the Service Provider to remove from the engagement any individual whose conduct, performance or lack of qualification the Client considers unsatisfactory, or who presents a security or compliance risk. The Service Provider shall comply promptly and shall provide a suitable replacement at no additional cost to the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"96620dc1-0d71-494f-8907-c1afbb6c3e3d","order":43,"text":"5. ACCEPTANCE OF DELIVERABLES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S05"},{"id":"f6929327-7daf-48d2-8aeb-1c95405de1d8","order":44,"text":"Where a Statement of Work identifies Deliverables and acceptance criteria, the Service Provider shall notify the Client when a Deliverable is ready for acceptance and shall submit it to the Client for review.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5f81f071-ca84-4dd4-9cee-815a04069560","order":45,"text":"The Client shall, within ten Business Days of submission or within such other period as the relevant Statement of Work specifies, either accept the Deliverable in writing or reject it by written notice specifying in reasonable detail the respects in which it fails to meet the acceptance criteria. If the Client does not give notice within that period, the Deliverable is deemed to have been accepted.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"75feee30-fe5b-434a-980a-98df2ec0acbd","order":46,"text":"If a Deliverable is properly rejected, the Service Provider shall at its own cost correct the failures identified and resubmit the Deliverable within a reasonable period, whereupon the same acceptance procedure shall apply. If the Deliverable is properly rejected a second time, the Client may, at its option, accept the Deliverable subject to an equitable reduction of the Charges, or terminate the relevant Statement of Work by written notice and recover the Charges paid in respect of that Deliverable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"65e94390-0aac-4d0b-b429-b156c06d9727","order":47,"text":"Use of a Deliverable by the Client in its live business operations, otherwise than for the purpose of testing it against the acceptance criteria, constitutes acceptance of that Deliverable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"245e9895-5b33-47d6-9f29-96737a6cae3e","order":48,"text":"6. OBLIGATIONS OF THE CLIENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S06"},{"id":"671d765e-7180-4485-9fd2-f4f8fcfe01c2","order":49,"text":"The Client shall co-operate with the Service Provider in all matters relating to the Services, provide such access to its premises, systems, data, personnel and materials as the Service Provider may reasonably require, and provide in a timely manner such information and instructions as the Service Provider may reasonably require, ensuring that such information is accurate and complete in all material respects.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e2356f8d-8e0d-4f35-b104-f38517f7947b","order":50,"text":"The Client shall obtain and maintain all licences, permissions, consents and regulatory approvals which may be required for the Services before the date on which the Services are due to start.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"90dae68b-58e7-4f3e-92d4-2244f5f319e0","order":51,"text":"If the supply of the Services by the Service Provider is prevented or delayed by any act or omission of the Client or of the Client's agents, subcontractors, consultants or employees, the Service Provider shall not be liable for any cost, charge or loss sustained by the Client arising directly or indirectly from that prevention or delay, the Service Provider shall be entitled to a reasonable extension of time for performance, and the Client shall reimburse the Service Provider on written demand for any reasonable cost or loss sustained or incurred by the Service Provider arising directly from that prevention or delay.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c2e98110-f50c-4fde-bfbb-2fd31f50f4e6","order":52,"text":"7. CHANGE CONTROL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S07"},{"id":"bac1d51b-33b1-465d-afc5-9c8b33f0853d","order":53,"text":"Either Party may request a change to the Services or to a Statement of Work by written notice to the other. The Service Provider shall, within a reasonable period of receiving or issuing such a notice, provide the Client with a written assessment of the effect of the requested change on the Services, the Charges, the timetable and any other term of this Agreement or of the relevant Statement of Work which would be affected.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5754a64b-992b-4a3a-a25e-d62fee073c66","order":54,"text":"No requested change shall take effect unless and until it has been recorded in writing and signed by an authorised representative of each Party. Until a change has been so agreed, the Parties shall continue to perform in accordance with the Statement of Work as it stands.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"835162da-73bb-49cd-825c-b23fc98f73b5","order":55,"text":"The Service Provider shall not be obliged to accept any change which it reasonably considers to fall outside its expertise, its resources or the scope of any insurance which it maintains.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a285a105-c20e-4792-bb8e-a28308de2d30","order":56,"text":"8. CONTRACT MANAGEMENT AND ESCALATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S08"},{"id":"72dfb0fc-14c1-4a37-8ea0-d04ae0f8bc13","order":57,"text":"Each Party shall appoint a contract manager who shall be its principal point of contact for the day-to-day management of this Agreement, shall notify the other of that appointment in writing, and shall notify the other promptly of any change. A contract manager has no authority to agree a variation of this Agreement or a change to a Statement of Work unless that authority is confirmed in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5241884e-a31f-40c0-b727-c73edd728ca4","order":58,"text":"The contract managers shall meet at reasonable intervals, and in any event not less frequently than once each quarter while a Statement of Work is in force, in order to review progress, resourcing, expenditure, risks and any matter which either Party wishes to raise. The Service Provider shall provide a written progress report in advance of each such meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"615b3224-2729-4bc6-a341-1b967ddaddff","order":59,"text":"If the contract managers are unable to resolve a matter within ten Business Days of it being raised, either Party may escalate it in writing to a senior representative of each Party, who shall use reasonable endeavours to resolve it within a further ten Business Days. This procedure is without prejudice to the Article headed \"Governing Law and Dispute Resolution\", and does not prevent a Party from exercising any right of termination or from seeking urgent interim relief.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"24f8b5e7-38db-4249-9d5a-e0807f1581c8","order":60,"text":"9. CHARGES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S09"},{"id":"eda4e08b-3a96-461e-9156-1ad1353102a5","order":61,"text":"In consideration of the supply of the Services, the Client shall pay the Service Provider a fixed fee of HKD [Amount], exclusive of expenses and of any applicable transaction taxes, payable in accordance with the payment schedule set out in the relevant Statement of Work.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"97d27836-37ef-4960-8bf9-c2f1d6c57974","value":"fixed","type":"add","operator":"="}]},{"id":"1cb0c127-34d1-4c7d-ab38-94bcce48378f","order":62,"text":"In consideration of the supply of the Services, the Client shall pay the Service Provider on a time and materials basis at the rate of HKD [Amount] per hour worked, exclusive of expenses and of any applicable transaction taxes, together with the cost of any materials properly supplied. The Service Provider shall keep accurate records of the time spent and of the materials supplied, and shall make those records available to the Client on reasonable written request.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"97d27836-37ef-4960-8bf9-c2f1d6c57974","value":"tm","type":"add","operator":"="}]},{"id":"9f08516d-5802-4c18-8e58-88b4286303b6","order":63,"text":"In consideration of the supply of the Services, the Client shall pay the Service Provider a retainer of HKD [Amount] per calendar month, exclusive of expenses and of any applicable transaction taxes, payable monthly in advance. The retainer covers the services described in the relevant Statement of Work; services requested beyond that scope shall be charged separately as a change agreed under the Article headed \"Change Control\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"97d27836-37ef-4960-8bf9-c2f1d6c57974","value":"retainer","type":"add","operator":"="}]},{"id":"b38b558f-bd3e-44fd-9956-44d8053d340b","order":64,"text":"Where a Statement of Work specifies charges which differ from those stated above, the charges in that Statement of Work shall apply to the services covered by it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6ec2b3b9-a653-471b-9274-8c662e39b466","order":65,"text":"The Service Provider may increase the Charges once in any period of twelve months by giving the Client not less than sixty days prior written notice, provided that no single increase shall exceed the percentage increase in the Composite Consumer Price Index published by the Census and Statistics Department of the Government of Hong Kong over the preceding twelve months, unless the Client agrees otherwise in writing. No such increase shall apply to Services already supplied, nor to a fixed fee already agreed in a Statement of Work which is then in force.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"26afeb11-f1bf-43aa-95a6-1e38fb212b62","order":66,"text":"10. INVOICING, PAYMENT, EXPENSES AND TAXES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S10"},{"id":"87120fd6-f4d6-43eb-bdc6-1abcca4ebeb4","order":67,"text":"The Service Provider shall invoice the Client monthly in arrear. Each invoice shall be accompanied by such supporting information as the Client may reasonably require in order to verify it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"42f0f4e0-d54a-48ed-a9de-afeb0fb6c561","order":68,"text":"The Client shall pay each undisputed invoice within [Number] days of the date of the invoice, in the currency in which the invoice is issued, by electronic transfer to the bank account nominated in writing by the Service Provider. Payment shall be made in full and without any set-off, counterclaim, deduction or withholding, except as required by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c786a1e3-8731-4556-8a81-ab76dbe73aba","order":69,"text":"If the Client fails to make a payment due under this Agreement by its due date then, without limiting any other remedy of the Service Provider, the Client shall pay interest on the overdue sum from the due date until actual payment at the rate of [Rate] per cent per annum, accruing daily and compounded monthly. The Parties agree that this rate represents a genuine pre-estimate of the loss which the Service Provider would suffer as a result of late payment and does not constitute a penalty.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6e2740e7-6002-4fae-b3b8-608dcbd5aa44","order":70,"text":"If the Client disputes an invoice in good faith, it shall notify the Service Provider in writing within fourteen days of receipt of the invoice, giving reasons. The Parties shall use reasonable endeavours to resolve the dispute promptly, and the Client shall pay the undisputed portion of the invoice by its due date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fbde5ea6-f929-4dee-8039-15c935cfe110","order":71,"text":"The Client shall reimburse the Service Provider for all reasonable travel, accommodation, subsistence and third party expenses properly and necessarily incurred in the supply of the Services, provided that such expenses have been approved in advance in writing by the Client and are supported by receipts or other reasonable evidence.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"92ca6a3d-07c1-4072-9a1a-95610c64f77d","value":"reimbursed","type":"add","operator":"="}]},{"id":"ddb228e5-ea0f-4bc0-a5e7-1a33998ade97","order":72,"text":"The Charges are inclusive of all travel, accommodation, subsistence and other expenses incurred by the Service Provider in supplying the Services, and no additional sum shall be payable by the Client in respect of them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"92ca6a3d-07c1-4072-9a1a-95610c64f77d","value":"included","type":"add","operator":"="}]},{"id":"6f41932d-367f-4b49-9629-df2f939a50e2","order":73,"text":"All Charges are stated exclusive of any goods and services tax, value added tax or similar transaction tax which may be imposed in any jurisdiction. Where any such tax is chargeable, it shall be paid by the Client in addition to the Charges on receipt of a valid tax invoice. Each Party shall be responsible for its own profits tax, salaries tax and other taxes arising in respect of its own income under the Inland Revenue Ordinance (Cap. 112) or under the tax law of any other jurisdiction to which it is subject.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f5129c69-ef1f-464d-add9-257b14d16e42","order":74,"text":"If the Client is required by law to make any withholding or deduction on account of tax from any payment, it shall notify the Service Provider promptly, shall account for the amount withheld to the relevant authority within the time allowed, and shall provide the Service Provider with a receipt or certificate evidencing that payment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"510ec28c-e57f-42ff-a32d-b4c9dc193965","order":75,"text":"11. RECORDS AND AUDIT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S11"},{"id":"799f9b24-7003-499f-93b8-e3369de7adbb","order":76,"text":"The Service Provider shall keep full and accurate records of the Services supplied, of the time spent and materials used where the Charges are calculated on a time and materials basis, of the expenses claimed, and of its compliance with this Agreement, and shall retain those records for a period of seven years after the end of the year to which they relate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4caaa2a0-9cb8-4d7b-b711-2af0a62a5674","order":77,"text":"The Client may, on not less than ten Business Days written notice, not more than once in any period of twelve months except where a material breach or a material error in invoicing is reasonably suspected, appoint its own personnel or an independent professional adviser bound by obligations of confidentiality to inspect and take copies of those records during normal business hours, for the sole purpose of verifying the Charges and the expenses invoiced and the Service Provider's compliance with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"97ea9729-99e9-421e-95b8-77b36074954a","order":78,"text":"The Service Provider shall provide reasonable co-operation and access for the purposes of any such inspection. Each Party shall bear its own costs, save that if the inspection discloses that the Client has been overcharged by more than five per cent of the Charges invoiced in the period inspected, the Service Provider shall bear the reasonable cost of the inspection. Any overcharge shall be refunded, and any undercharge paid, within thirty days of the inspection report being delivered to both Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"46685f9a-a4a9-4d1f-bb5a-665169474897","order":79,"text":"The right of inspection conferred by this Article shall continue for twelve months after the termination or expiry of this Agreement, and does not entitle the Client to access the confidential information of any other client of the Service Provider.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1a19475a-a317-4472-8894-fa930a7f8208","order":80,"text":"12. INTELLECTUAL PROPERTY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S12"},{"id":"4c6ed5f8-222a-4458-b274-f2e5add6cac2","order":81,"text":"Each Party retains ownership of all Intellectual Property Rights which it owned before the Effective Date, or which it develops independently of this Agreement (\"Background IP\"). Nothing in this Agreement operates to transfer ownership of any Background IP.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b0d69f0e-49b2-49fb-97c8-0b340b01ca98","order":82,"text":"With effect from receipt by the Service Provider of payment in full of the Charges relating to the relevant Deliverables, the Service Provider assigns to the Client, by way of present assignment of present and future rights, all Intellectual Property Rights in the Deliverables created specifically for the Client under a Statement of Work, to hold to the Client absolutely for the full term of those rights including all renewals, reversions and extensions, together with the right to bring proceedings for and recover damages in respect of past infringements.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8921d8a7-81ea-4e0b-ae44-b3491ad843a6","value":"assign","type":"add","operator":"="}]},{"id":"ea6cfef5-a40b-4aa7-9528-cc246c0fca3c","order":83,"text":"The Service Provider shall, at the Client's cost, promptly execute all such documents and do all such acts as the Client may reasonably require in order to give full effect to that assignment and to vest, perfect, register, enforce or defend the assigned rights, including the execution of any further written assignment required for the purposes of the Copyright Ordinance (Cap. 528).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8921d8a7-81ea-4e0b-ae44-b3491ad843a6","value":"assign","type":"add","operator":"="}]},{"id":"f71162b2-e7c1-4f9f-8a59-8e63ec455aab","order":84,"text":"To the extent permitted by law, the Service Provider waives, and shall procure that each individual author waives, all moral rights arising under the Copyright Ordinance (Cap. 528) or under any corresponding law of any other jurisdiction in respect of the Deliverables, and consents to any act which would otherwise infringe those moral rights, including the modification, adaptation and use of the Deliverables without identification of the author.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8921d8a7-81ea-4e0b-ae44-b3491ad843a6","value":"assign","type":"add","operator":"="}]},{"id":"81bd3aa0-ee6d-4f6b-8b15-130b84dbcc6c","order":85,"text":"The Service Provider grants the Client a non-exclusive, worldwide, perpetual, irrevocable, royalty-free licence, with the right to sub-licence to its Affiliates and to its subcontractors acting on its behalf, to use any Background IP of the Service Provider which is incorporated into, or is necessary for the use of, the Deliverables, to the extent required for the Client to receive and enjoy the full benefit of the Deliverables.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8921d8a7-81ea-4e0b-ae44-b3491ad843a6","value":"assign","type":"add","operator":"="}]},{"id":"e32da953-5ef0-4f9c-8280-034b22782db3","order":86,"text":"The Service Provider retains ownership of all Intellectual Property Rights in the Deliverables and in any materials, methodologies, tools, templates and know-how used or created in the course of supplying the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8921d8a7-81ea-4e0b-ae44-b3491ad843a6","value":"licence","type":"add","operator":"="}]},{"id":"6a27e374-d8f6-4fce-9d8c-d5458d44452b","order":87,"text":"With effect from receipt by the Service Provider of payment in full of the Charges relating to the relevant Deliverables, the Service Provider grants the Client a non-exclusive, worldwide, perpetual, irrevocable, royalty-free licence to use, copy, modify and adapt the Deliverables for the Client's internal business purposes, with the right to sub-licence to its Affiliates. The Client shall not resell, distribute or otherwise commercially exploit the Deliverables as a stand-alone product or service without the Service Provider's prior written consent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8921d8a7-81ea-4e0b-ae44-b3491ad843a6","value":"licence","type":"add","operator":"="}]},{"id":"8e859929-91ba-40eb-9cc0-97d211a72340","order":88,"text":"The Client shall not remove or obscure any proprietary notice contained in or on the Deliverables and shall reproduce every such notice on any copy which it makes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8921d8a7-81ea-4e0b-ae44-b3491ad843a6","value":"licence","type":"add","operator":"="}]},{"id":"55540a19-96a2-4cd4-bc37-098b9646a8ea","order":89,"text":"Pending payment in full of the Charges relating to a Deliverable, the Service Provider grants the Client a non-exclusive, royalty-free, non-transferable licence to use that Deliverable solely for the purpose of evaluating it against the acceptance criteria under the Article headed \"Acceptance of Deliverables\". That licence terminates automatically if the relevant Statement of Work is terminated without the Deliverable having been paid for.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1e3d6ff5-10ac-48fa-b797-d845f9f87043","order":90,"text":"The Service Provider shall procure that every employee, officer, consultant, contractor and subcontractor who contributes to a Deliverable has entered into written obligations, before making that contribution, which are sufficient to enable the Service Provider to perform its obligations under this Article, including the assignment or licensing to the Service Provider of all Intellectual Property Rights in that contribution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3eb19c11-9bb1-4496-aab1-b527df36196b","order":91,"text":"The Client grants the Service Provider a non-exclusive, royalty-free, non-transferable licence to use the Client's materials, data and Intellectual Property Rights for the sole purpose, and for the duration, of supplying the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"770c4b7f-4e25-4957-8d62-aa4efff82c7b","order":92,"text":"Each Party warrants that, so far as it is aware, the materials which it supplies to the other under this Agreement do not infringe the Intellectual Property Rights of any third party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"db9910b7-cc4c-405e-a667-4411c0b4dff9","order":93,"text":"13. CONFIDENTIALITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S13"},{"id":"058e9110-69cd-402c-9c8c-cc784155d477","order":94,"text":"\"Confidential Information\" means all information of a confidential nature disclosed, whether in writing, orally, electronically or by any other means, and whether directly or indirectly, by one Party or its Affiliates (the \"Disclosing Party\") to the other Party or its Affiliates (the \"Receiving Party\"), including business plans, customer and supplier information, pricing, financial information, technical data, know-how, source code, Personal Data, and the existence and terms of this Agreement and of each Statement of Work.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ba9ba65c-4663-45fa-a57f-0da9b9ce3b2a","order":95,"text":"The Receiving Party shall keep the Confidential Information of the Disclosing Party confidential, shall not use it for any purpose other than the performance of its obligations or the exercise of its rights under this Agreement, and shall not disclose it to any person except to those of its officers, employees, professional advisers, Affiliates and permitted subcontractors who need to know it for that purpose and who are bound by obligations of confidentiality no less onerous than those set out in this Article. The Receiving Party shall be responsible for any breach of this Article by any person to whom it discloses Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"569b7553-60d0-4fa9-8a85-95333550d886","order":96,"text":"The obligations in this Article do not apply to information which is or becomes generally available to the public otherwise than through a breach of this Agreement, which was lawfully in the possession of the Receiving Party without restriction before disclosure, which is lawfully obtained from a third party who is free to disclose it, or which is independently developed by the Receiving Party without use of the Confidential Information of the Disclosing Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7b5f7f2e-5661-463c-b067-322231c39a40","order":97,"text":"The Receiving Party may disclose Confidential Information to the extent required by law, by a court of competent jurisdiction, by a regulatory or governmental authority or by the rules of any recognised stock exchange, provided that, where it is lawful and practicable to do so, it first gives the Disclosing Party written notice and reasonable assistance to enable the Disclosing Party to seek protective relief.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d2bdbf31-164b-43b8-bda4-6c7f0c2e98c4","order":98,"text":"The obligations in this Article shall continue for a period of [Number] years after the termination or expiry of this Agreement, save that in respect of any Confidential Information which constitutes a trade secret they shall continue for so long as that information remains a trade secret.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5f64bacb-15af-413b-909e-81e035b1da42","order":99,"text":"On the termination or expiry of this Agreement, or on earlier written request, the Receiving Party shall return or securely destroy all Confidential Information in its possession or control, save that it may retain one copy to the extent required by law, by a regulatory authority or by its bona fide internal document retention policy, which copy shall remain subject to the obligations in this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ab87b37d-1c63-4ec2-babc-52ce7b58142d","order":100,"text":"The Parties acknowledge that damages may not be an adequate remedy for a breach of this Article and that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedy available to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f2785f17-2fbd-4a83-9980-0ce88630a074","order":101,"text":"14. PERSONAL DATA","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S14"},{"id":"9fcfdac9-27a0-41f6-bbd4-fd7535e0553f","order":102,"text":"Each Party shall comply with the Personal Data (Privacy) Ordinance (Cap. 486) and, where applicable to it, with any other data protection law to which it is subject, in respect of any Personal Data processed in connection with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2e15b7a1-a7b6-4982-9598-9f4181583d19","order":103,"text":"Where the Service Provider processes Personal Data on behalf of the Client in the course of supplying the Services, the Service Provider shall process that data only in accordance with the lawful written instructions of the Client and for the purposes of supplying the Services, shall take all practicable steps to protect that data against unauthorised or accidental access, processing, erasure, loss or use, shall ensure that its personnel who have access to that data are bound by an obligation of confidentiality, shall not transfer that data outside Hong Kong without the prior written consent of the Client, and shall not engage any sub-processor without the prior written consent of the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d13d857c-a2f9-42e2-87b0-54a98fd0f668","order":104,"text":"The Service Provider shall notify the Client without undue delay on becoming aware of any actual or suspected unauthorised access to, or loss of, Personal Data processed on behalf of the Client, and shall provide the Client with all reasonable co-operation and information required to enable the Client to investigate and remediate that incident and, where required, to notify it to the affected data subjects or to the Privacy Commissioner for Personal Data.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4fb9a46c-c11f-4af7-9ca5-4ebe5c9cd2e3","order":105,"text":"On the termination or expiry of this Agreement, the Service Provider shall, at the option of the Client, return or securely erase all Personal Data processed on behalf of the Client, except to the extent that retention is required by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a4ed0c74-f5c7-4d26-9ff2-7c23a2f20fc1","order":106,"text":"The Client warrants that it is entitled to provide to the Service Provider any Personal Data which it supplies, and that it has given all notices and obtained all consents required under the Personal Data (Privacy) Ordinance (Cap. 486) for the Service Provider to process that data as contemplated by this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3dfd9fcd-153e-46a5-8784-79c426c5bc2c","order":107,"text":"15. WARRANTIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S15"},{"id":"e5ee9907-d4ed-49e5-93b2-a0f1c525fc65","order":108,"text":"Each Party warrants and represents to the other that it has full power and authority to enter into and perform this Agreement, that this Agreement is executed by its duly authorised representative and constitutes its legal, valid and binding obligations, and that it is not subject to any obligation which prevents or restricts it from entering into or performing this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3ae38444-a030-4088-bef4-7f37bdf35a25","order":109,"text":"The Service Provider warrants that the Services will be supplied in accordance with the Article headed \"Performance Standards and Personnel\", that the Deliverables will conform in all material respects with the description and with any acceptance criteria set out in the relevant Statement of Work, and that it holds all licences, permits and registrations required by law in order to supply the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"01271530-460c-41de-93b4-5ca59e8a3fac","order":110,"text":"If the Services or the Deliverables do not conform with those warranties, the Service Provider shall, at its own cost, re-perform the Services or correct the Deliverables within a reasonable period of being notified, provided that the Client notifies the Service Provider in writing within ninety days of acceptance of the relevant Deliverable or of the supply of the relevant Services, or within thirty days of the date on which the non-conformity became, or ought reasonably to have become, apparent. Save in respect of any liability which cannot lawfully be limited or excluded, this shall be the sole and exclusive remedy of the Client for breach of those warranties, without prejudice to the rights of the Client under the Article headed \"Acceptance of Deliverables\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c20148f2-b6bb-4532-9a47-e3b36b854f47","order":111,"text":"Except as expressly set out in this Agreement, and subject always to the Control of Exemption Clauses Ordinance (Cap. 71), all warranties, conditions and other terms implied by statute or by common law, including those implied by the Supply of Services (Implied Terms) Ordinance (Cap. 457), are excluded to the fullest extent permitted by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"10485151-ddac-48bd-ba15-f5041b7f390f","order":112,"text":"16. INDEMNITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S16"},{"id":"b68f63af-61ee-404b-a953-86cfdd83ec18","order":113,"text":"The Service Provider shall indemnify the Client against all liabilities, costs, expenses, damages and losses, including reasonable legal costs, suffered or incurred by the Client arising out of or in connection with any claim made against the Client by a third party for actual or alleged infringement of that third party's Intellectual Property Rights arising out of the receipt or use by the Client of the Deliverables, save to the extent that the claim arises from the Client's own materials or data, from any modification of the Deliverables not made by or on behalf of the Service Provider, or from use of the Deliverables otherwise than in accordance with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2f6a6bc5-e197-433c-a861-ea23c7c0a6ab","order":114,"text":"The Client shall indemnify the Service Provider against all liabilities, costs, expenses, damages and losses, including reasonable legal costs, suffered or incurred by the Service Provider arising out of or in connection with any claim made against the Service Provider by a third party arising from the Client's materials, data or instructions, or from any breach by the Client of the Article headed \"Personal Data\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5a219229-e544-4b32-94ef-045d022de362","order":115,"text":"A Party seeking to rely on an indemnity given under this Article shall notify the other promptly of the relevant claim, shall not make any admission of liability or any settlement without the written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed), shall allow the indemnifying Party to conduct the defence and settlement of the claim, and shall provide reasonable co-operation at the indemnifying Party's cost.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"25ba3892-68f5-4f28-998f-39579a737ce8","order":116,"text":"17. LIMITATION OF LIABILITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S17"},{"id":"d40e230f-b021-43a0-af72-508e2038cc58","order":117,"text":"Nothing in this Agreement limits or excludes the liability of either Party for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be limited or excluded.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"39f107d1-33b6-4cc0-8d90-3f6cf4a3f36f","order":118,"text":"Subject to the paragraph above, neither Party shall be liable to the other, whether in contract, in tort (including negligence), for breach of statutory duty or otherwise, for any loss of profit, loss of revenue, loss of anticipated savings, loss of business or business opportunity, loss of goodwill or reputation, or loss or corruption of data, or for any indirect or consequential loss, in each case whether or not such loss was foreseeable at the date of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"60d294f8-c36c-4b14-819f-ea6d2715a012","order":119,"text":"Subject to the exclusions set out in the first paragraph of this Article, the total aggregate liability of each Party to the other in respect of all claims arising out of or in connection with this Agreement and all Statements of Work, whether in contract, in tort (including negligence), for breach of statutory duty or otherwise, shall not exceed a sum equal to [Multiple] multiplied by the total Charges paid and payable under this Agreement during the period of twelve months immediately preceding the date on which the claim first arose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7a361710-3300-424d-a625-99abcd8c589b","value":"multiple","type":"add","operator":"="}]},{"id":"f4223bd6-241f-449d-9ae3-d23acbd843e5","order":120,"text":"Subject to the exclusions set out in the first paragraph of this Article, the total aggregate liability of each Party to the other in respect of all claims arising out of or in connection with this Agreement and all Statements of Work, whether in contract, in tort (including negligence), for breach of statutory duty or otherwise, shall not exceed HKD [Amount] in aggregate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7a361710-3300-424d-a625-99abcd8c589b","value":"fixed","type":"add","operator":"="}]},{"id":"2437399b-b20c-42db-be91-49ad246d2873","order":121,"text":"The limitations and exclusions set out in this Article shall not apply to the obligation of the Client to pay the Charges when due, to the liability of either Party under the Article headed \"Indemnity\", or to any breach by either Party of the Article headed \"Confidentiality\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6faa1196-c86a-440a-964f-5531d3863be7","order":122,"text":"Each Party acknowledges that the limitations and exclusions set out in this Article are reasonable having regard to the level of the Charges, the nature and scope of the Services and the availability of insurance, that they have been taken into account in setting the Charges, and that they satisfy the requirement of reasonableness for the purposes of the Control of Exemption Clauses Ordinance (Cap. 71).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"98cef9ee-74d0-4453-bd6b-6f138c1d2528","order":123,"text":"No claim may be brought under this Agreement unless written notice of the claim, giving reasonable particulars, is given to the other Party within twelve months of the date on which the claimant became aware, or ought reasonably to have become aware, of the circumstances giving rise to it. Nothing in this paragraph extends any period of limitation prescribed by the Limitation Ordinance (Cap. 347).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7936868a-6b08-4240-96e9-040a252bb18a","order":124,"text":"18. INSURANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"73186d61-cf15-4f9e-b176-3dd75b19ac8f","value":"yes","type":"add","operator":"="}],"marginTop":"20","sectionNum":"S18"},{"id":"4a524b48-be4a-407b-9605-bc424a21a0e5","order":125,"text":"The Service Provider shall, at its own cost, effect and maintain with a reputable insurer authorised to carry on insurance business in Hong Kong professional indemnity insurance, public liability insurance and, where it employs staff in Hong Kong, employees' compensation insurance as required by the Employees' Compensation Ordinance (Cap. 282), in each case covering the risks arising out of the supply of the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"73186d61-cf15-4f9e-b176-3dd75b19ac8f","value":"yes","type":"add","operator":"="}]},{"id":"edc5d0e3-72f3-4f86-b458-88e325af06de","order":126,"text":"The professional indemnity cover shall be for an amount of not less than HKD [Amount] for each claim, or for each series of claims arising out of the same event, and shall be maintained for the duration of this Agreement and for a period of not less than two years after its termination or expiry.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"73186d61-cf15-4f9e-b176-3dd75b19ac8f","value":"yes","type":"add","operator":"="}]},{"id":"92c2f07f-ad33-4c48-a913-79cab75a2a90","order":127,"text":"The Service Provider shall, on reasonable written request, produce to the Client a certificate of insurance or a broker's letter evidencing the cover required by this Article, and shall notify the Client promptly if any such insurance is cancelled, lapses or is materially altered.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"73186d61-cf15-4f9e-b176-3dd75b19ac8f","value":"yes","type":"add","operator":"="}]},{"id":"3d9656fc-247c-4a1f-9f6e-4831065dd691","order":128,"text":"19. TERM AND RENEWAL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S19"},{"id":"d571b4d2-1bd0-47bf-98dc-2ac24d93f012","order":129,"text":"This Agreement takes effect on [Commencement date] (the \"Effective Date\") and, unless terminated earlier in accordance with its terms, shall continue for an initial period of [Number] months (the \"Initial Term\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ba65b298-a868-4631-ae21-6a5d7d0be2b0","order":130,"text":"On the expiry of the Initial Term this Agreement shall renew automatically for successive periods of [Number] months (each a \"Renewal Period\"), unless either Party gives written notice of non-renewal to the other not less than sixty days before the end of the Initial Term or of the then current Renewal Period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"57831460-9ada-4098-8af8-1c32cc6b3bb7","value":"auto","type":"add","operator":"="}]},{"id":"353204d1-351d-476e-9bd1-3dd9d9c9063b","order":131,"text":"This Agreement shall expire automatically at the end of the Initial Term without the need for any notice. Any extension of this Agreement beyond the Initial Term shall require the written agreement of both Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"57831460-9ada-4098-8af8-1c32cc6b3bb7","value":"expire","type":"add","operator":"="}]},{"id":"6ec67895-42a6-4985-a7aa-5f7142207fbf","order":132,"text":"The expiry of this Agreement shall not affect any Statement of Work which is then in force, and the terms of this Agreement shall continue to apply to that Statement of Work until it is completed or terminated in accordance with its terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"93f47a2c-bf30-42f0-bc5f-6c24f97a7672","order":133,"text":"20. TERMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S20"},{"id":"1d8a1b53-1cb5-468c-af81-8d0761ea75af","order":134,"text":"Either Party may terminate this Agreement, or any Statement of Work, for convenience at any time by giving the other not less than [Number] days prior written notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a424efd6-6d7a-4700-8e3a-918306b15d45","order":135,"text":"Either Party may terminate this Agreement or any Statement of Work with immediate effect by written notice to the other if that other Party commits a material breach which is capable of remedy and fails to remedy it within [Number] days of written notice requiring it to do so, commits a material breach which is not capable of remedy, or repeatedly breaches any term of this Agreement in a manner which reasonably justifies the opinion that its conduct is inconsistent with an intention or ability to give effect to the terms of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"76b4b744-5507-4718-9a99-0e2f3ae01b65","order":136,"text":"Either Party may terminate this Agreement with immediate effect by written notice to the other if an Insolvency Event occurs in relation to that other Party. An Insolvency Event occurs where a Party becomes unable to pay its debts as they fall due, enters into any composition or arrangement with its creditors, has a receiver, manager, liquidator or provisional liquidator appointed over the whole or any part of its assets or undertaking, passes a resolution or has an order made against it for its winding up (otherwise than for the purpose of a solvent amalgamation or reconstruction), or, being an individual, becomes bankrupt, has a bankruptcy petition presented against him or her, or enters into an individual voluntary arrangement with his or her creditors, or suffers any analogous event in any jurisdiction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ee9d211a-1e10-456f-84fc-3d9340135520","order":137,"text":"Where the Service Provider is a body corporate, the Client may terminate this Agreement with immediate effect by written notice if there is a change of control of the Service Provider which the Client reasonably considers to be materially adverse to its interests, provided that such notice is given within thirty days of the Client becoming aware of that change.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"db15d55d-a79e-42e2-8405-0599034636d5","order":138,"text":"The Service Provider may suspend the Services, in whole or in part, on giving fourteen days prior written notice, if any undisputed invoice remains unpaid for more than thirty days after its due date. Suspension shall be without prejudice to any other right or remedy of the Service Provider.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"97da8b96-1868-4169-b897-d55c478d4999","order":139,"text":"21. CONSEQUENCES OF TERMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S21"},{"id":"e5efd6a2-708c-46bb-961e-38070db5d018","order":140,"text":"On the termination or expiry of this Agreement the Client shall pay all Charges for Services properly supplied, and all approved expenses properly incurred, up to the effective date of termination, together with a fair and reasonable proportion of the Charges in respect of any work in progress, within thirty days of receipt of the final invoice of the Service Provider.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f5347168-abd8-4412-80ac-b43c5dde2175","order":141,"text":"The Service Provider shall promptly deliver to the Client all Deliverables, whether or not then complete, for which the Client has paid, together with all materials and data of the Client in its possession or control, and shall provide such reasonable assistance as the Client may request, at the Service Provider's then current rates, in order to effect an orderly transition of the Services to the Client or to a replacement supplier.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"45c682b3-2d06-45ce-bb40-0d9bea535178","order":142,"text":"Termination or expiry shall not affect any right, remedy, obligation or liability of a Party which has accrued as at the date of termination or expiry.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4f48f7bd-24a2-4c30-9ea3-7904e976dc6f","order":143,"text":"The Articles headed \"Interpretation\", \"Charges\", \"Invoicing, Payment, Expenses and Taxes\", \"Intellectual Property\", \"Confidentiality\", \"Personal Data\", \"Limitation of Liability\", \"Indemnity\", \"Records and Audit\", \"Consequences of Termination\", \"Notices\", \"General\" and \"Governing Law and Dispute Resolution\", together with any other provision which by its nature is intended to survive, shall remain in full force and effect after termination or expiry.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7577dfc8-d156-40c1-982d-c357dba37124","order":144,"text":"22. BUSINESS CONTINUITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S22"},{"id":"22a5d91e-1a53-4833-8da6-4c9bf8abcda0","order":145,"text":"The Service Provider shall maintain, and shall test at reasonable intervals, business continuity and disaster recovery arrangements which are appropriate to the nature, scale and criticality of the Services, and which are consistent with Good Industry Practice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"09c9305c-8151-4924-96ec-6a2f0c4a9b23","order":146,"text":"Those arrangements shall address, as a minimum, the loss of or denial of access to premises, the failure or corruption of information technology systems and data, the unavailability of personnel, and the failure of a material subcontractor. The Service Provider shall provide a summary of those arrangements to the Client on reasonable written request.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"01c8e3bf-3393-44fd-b12a-237e2209f1ba","order":147,"text":"On the occurrence of an event which prevents or materially impairs the supply of the Services, the Service Provider shall invoke those arrangements without delay, shall keep the Client informed of the steps being taken and of the expected time to resume normal supply, and shall restore normal supply as soon as reasonably practicable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8bbcfb3a-f8fe-4e23-be43-44d0911903a2","order":148,"text":"23. FORCE MAJEURE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S23"},{"id":"995baad5-daa8-4a21-bccd-bc5c5bc20232","order":149,"text":"Neither Party shall be in breach of this Agreement, nor otherwise liable for any failure or delay in performing its obligations (other than an obligation to pay money), if that failure or delay results from an event beyond its reasonable control, including act of God, fire, flood, the hoisting of a typhoon signal number eight or above, the issue of a black rainstorm warning, epidemic or pandemic, war, terrorism, riot, civil commotion, industrial action not involving that Party's own workforce, failure of public telecommunications or power networks, or the act or order of any government or regulatory authority.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ae0fb36b-7ae4-494f-9d72-8dce4ff51a80","order":150,"text":"The affected Party shall notify the other in writing as soon as reasonably practicable, specifying the event and its likely duration, and shall use reasonable endeavours to mitigate its effect and to resume performance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3e5b0439-dadd-4962-8e25-c732eeb53928","order":151,"text":"If such an event continues for a continuous period of more than sixty days, either Party may terminate this Agreement, or the affected Statement of Work, by giving thirty days prior written notice to the other.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8d9fe098-5177-403b-8a68-e68249fe8b0b","order":152,"text":"24. INDEPENDENT CONTRACTOR","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S24"},{"id":"d538a3fd-8e12-4890-a1ff-334448e7982a","order":153,"text":"The Service Provider is an independent contractor. Nothing in this Agreement creates a relationship of employer and employee, partnership, joint venture or agency between the Parties, and neither Party has authority to bind the other or to hold itself out as having such authority.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"01d092e5-a2ff-46b9-9884-ae2ffb7a1702","order":154,"text":"The Service Provider is responsible for the payment of all salaries, wages, statutory entitlements, contributions under the Mandatory Provident Fund Schemes Ordinance (Cap. 485), employees' compensation insurance required by the Employees' Compensation Ordinance (Cap. 282) and taxes in respect of its own personnel and, where the Service Provider is an individual, in respect of himself or herself as a self-employed person, and no person engaged by the Service Provider shall be treated as an employee of the Client for the purposes of the Employment Ordinance (Cap. 57) or otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"72ec0c80-6432-489d-8789-f863409f2a20","order":155,"text":"The Service Provider shall indemnify the Client against any claim, demand or liability arising out of any assertion that any of the personnel of the Service Provider is or was an employee of the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"18a050a2-aa16-43b7-8dfd-0585ccb4cafd","order":156,"text":"25. CONFLICTS OF INTEREST","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S25"},{"id":"834fae47-512a-4d2f-bfd5-2f5c2a8b13a3","order":157,"text":"The Service Provider shall notify the Client in writing, before accepting a Statement of Work and promptly on becoming aware of the matter at any time thereafter, of any actual or potential conflict between the interests of the Client and the interests of the Service Provider, of any of its Affiliates or of any of its other clients, which could reasonably be expected to affect the supply of the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bb8831bb-7f1d-44d8-ad54-a59c6a792de9","order":158,"text":"On giving that notice the Service Provider shall propose measures to manage the conflict, which may include information barriers, the separation of teams or the withdrawal of individuals from the engagement. If the Client, acting reasonably, considers that the conflict cannot be adequately managed, the Client may terminate the affected Statement of Work by written notice, and the Article headed \"Consequences of Termination\" shall apply.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6b37696f-60bf-4d88-8ca2-0e4b70b8d355","order":159,"text":"The Service Provider shall not accept any commission, rebate, discount or other benefit from a third party in connection with the Services without disclosing it to the Client in writing, and shall account to the Client for any such benefit which the Client has borne through the Charges.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b5b6a1e1-f4ae-4e5b-ac0c-2d9edcee1b1f","order":160,"text":"26. NON-SOLICITATION OF PERSONNEL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"c4289224-20d3-4f87-a328-163e4d7ac2e1","value":"yes","type":"add","operator":"="}],"marginTop":"20","sectionNum":"S26"},{"id":"444df147-541b-4efd-871f-ea1f8f3706a2","order":161,"text":"During the term of this Agreement, and for a period of [Number] months after its termination or expiry, neither Party shall directly or indirectly solicit or entice away, or endeavour to solicit or entice away, any employee, officer or contractor of the other Party who has been materially involved in the supply or receipt of the Services, nor employ or engage any such person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c4289224-20d3-4f87-a328-163e4d7ac2e1","value":"yes","type":"add","operator":"="}]},{"id":"34e5e60b-3c7d-45d0-8a9b-e745ead13f07","order":162,"text":"This restriction does not prevent a Party from employing or engaging a person who responds in good faith to a bona fide recruitment advertisement published generally and not directed at the personnel of the other Party, or who approaches that Party on his or her own initiative without any prior solicitation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c4289224-20d3-4f87-a328-163e4d7ac2e1","value":"yes","type":"add","operator":"="}]},{"id":"7f67cb44-3f48-4b8a-9e7f-c4225bd4234f","order":163,"text":"The Parties consider the restriction set out in this Article to be reasonable and to go no further than is necessary for the protection of their legitimate business interests. If a Party breaches it, that Party shall pay to the other a sum equal to the annual remuneration of the person concerned as at the date of the breach, which the Parties agree is a genuine pre-estimate of the loss likely to be suffered, is proportionate to the legitimate interest which the restriction protects, and does not constitute a penalty.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c4289224-20d3-4f87-a328-163e4d7ac2e1","value":"yes","type":"add","operator":"="}]},{"id":"65874e4c-6f41-488f-b1e2-71f8eb49b601","order":164,"text":"27. ANTI-BRIBERY AND COMPLIANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S27"},{"id":"bf5f70b0-8c92-466e-b219-94d14569b0b9","order":165,"text":"Each Party shall comply with all Applicable Law relating to anti-bribery and anti-corruption, including the Prevention of Bribery Ordinance (Cap. 201), and shall not offer, promise, give, request, agree to receive or accept any advantage in connection with this Agreement contrary to that Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"273f5108-1c1f-46d4-9462-71e5f96eaa3d","order":166,"text":"Each Party shall maintain its own policies and procedures, including adequate procedures designed to ensure compliance with the obligations set out in this Article, and shall promptly report to the other any request or demand for an undue financial or other advantage received in connection with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"da47b178-1388-4e8b-ab90-90eebd122034","order":167,"text":"Each Party shall comply with all Applicable Law relating to money laundering, terrorist financing, sanctions and export control, including the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615) to the extent applicable to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"617fb00b-a506-4c5a-8aba-8f1a2d5aa66e","order":168,"text":"Breach of this Article shall be deemed to be a material breach which is not capable of remedy, entitling the other Party to terminate this Agreement with immediate effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f72e9250-4e6b-4f80-8577-2298621d4083","order":169,"text":"28. ASSIGNMENT AND SUBCONTRACTING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S28"},{"id":"4fa0b59b-b08d-4716-b6d7-b6195e8ef8cb","order":170,"text":"Neither Party may assign, transfer, charge, declare a trust over or deal in any other manner with any of its rights or obligations under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed, save that either Party may assign this Agreement to an Affiliate, or to a successor to the whole or substantially the whole of its business, on giving written notice to the other.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"133fb686-f919-4d5b-972f-3952692de436","order":171,"text":"The Service Provider may subcontract the performance of any part of the Services only with the prior written consent of the Client, such consent not to be unreasonably withheld or delayed. The Service Provider shall remain fully responsible for the acts and omissions of its subcontractors as if they were its own.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0d44a0ef-67b5-4238-be5e-dc42c00ecbb0","order":172,"text":"29. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S29"},{"id":"47f7d364-3752-4b1a-b85e-48710338092d","order":173,"text":"Any notice given under this Agreement shall be in writing in the English language and shall be delivered by hand, sent by prepaid registered post or by courier to the address of the relevant Party stated at the beginning of this Agreement, or sent by electronic mail to the address stated below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"16d95d04-ec82-479c-8fb3-7c16cb3b4a47","order":174,"text":"Notices to the Client shall be sent to [Client's email address] and notices to the Service Provider shall be sent to [Service Provider's email address], in each case marked for the attention of that Party's contract manager. A Party may change its address for notices by giving not less than five Business Days prior written notice to the other.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8b3edafa-5244-49e2-bafc-eac172de85a8","order":175,"text":"A notice is deemed to have been received: if delivered by hand, at the time of delivery; if sent by prepaid registered post or by courier to an address in Hong Kong, on the second Business Day after posting or despatch; if sent by courier to an address outside Hong Kong, on the fifth Business Day after despatch; and if sent by electronic mail, at the time of transmission, provided that if transmission occurs outside business hours in the place of receipt the notice is deemed received when business hours next resume. A notice given by electronic mail shall not be valid for the service of any proceedings or of any other document in a legal action.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"04f62971-064d-4f94-ba12-f7d3c76673b4","order":176,"text":"30. GENERAL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S30"},{"id":"0a9dcb8e-07df-4a33-8218-f59783998041","order":177,"text":"This Agreement, together with each Statement of Work, constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all previous agreements, arrangements, understandings, representations and negotiations between them, whether written or oral, relating to that subject matter. Each Party acknowledges that it does not rely on any statement, representation, assurance or warranty which is not set out in this Agreement, save that nothing in this paragraph limits any liability for fraudulent misrepresentation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"85d9c721-d367-4fe4-9819-f8d24eca021d","order":178,"text":"No variation of this Agreement shall be effective unless it is in writing and signed by an authorised representative of each Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"afbdb013-8479-432c-a1a9-2c32ba1c2553","order":179,"text":"No failure or delay by a Party in exercising any right or remedy shall constitute a waiver of that or of any other right or remedy, and no single or partial exercise shall prevent any further exercise. A waiver of any right or remedy is effective only if given in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"909201cb-fc5d-46d7-b892-b03d7efa6720","order":180,"text":"If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable, and if such modification is not possible that provision shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the remainder of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f4fba34d-27a1-4ead-8de1-0199593985f9","order":181,"text":"A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce any of its terms, and the consent of any third party is not required for any variation, rescission or termination of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0d3125e3-8a22-4b14-bf1c-940ce49bc869","order":182,"text":"This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts together shall constitute one agreement. Signatures transmitted by electronic mail or exchanged in electronic form shall be as effective as original signatures, and the Parties agree that this Agreement may be executed by electronic means in accordance with the Electronic Transactions Ordinance (Cap. 553).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f41e8fe3-b199-40b3-a3d3-86401cc53909","order":183,"text":"Neither Party shall make, or permit any person to make, any public announcement concerning this Agreement, nor use the name, logo or trade marks of the other Party, without the prior written consent of that other Party, save that the Service Provider may, unless the Client objects in writing, identify the Client as a client of its business in its ordinary marketing materials.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3dcb3670-8c77-4029-883d-b3510e8104ad","order":184,"text":"Each Party shall, at its own cost, execute such further documents and do such further acts as the other Party may reasonably require in order to give full effect to this Agreement. Except as expressly provided otherwise, each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation and execution of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"178839c0-7cd3-4cd8-a190-e037b9f5078b","order":185,"text":"This Agreement is written in the English language. If it is translated into any other language, the English version shall prevail.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0dc9c3e4-8529-44ff-b2a4-0aadbbebbb6a","order":186,"text":"31. GOVERNING LAW AND DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S31"},{"id":"5230ca5e-8129-46d6-b496-240f76f20468","order":187,"text":"This Agreement, and any dispute or claim (including a non-contractual dispute or claim) arising out of or in connection with it, its subject matter or its formation, is governed by and shall be construed in accordance with the laws of Hong Kong.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"36811c28-28c3-4cff-83a2-12fcf49496f8","order":188,"text":"If a dispute arises out of or in connection with this Agreement, the Parties shall first use reasonable endeavours to resolve it by negotiation between senior representatives having authority to settle, who shall meet, in person or by video conference, within fourteen days of written notice of the dispute. If the dispute is not resolved within thirty days of that notice, either Party may refer it to mediation administered by the Hong Kong International Arbitration Centre in accordance with its mediation rules in force at that time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9e477bf2-2196-4be9-8464-22be23729e67","order":189,"text":"The courts of Hong Kong shall have exclusive jurisdiction to settle any dispute or claim, including a non-contractual dispute or claim, arising out of or in connection with this Agreement or its subject matter or formation, and each Party irrevocably submits to that jurisdiction. A Party may commence proceedings once the mediation has failed, once the mediator has been appointed for more than sixty days without the dispute being resolved, or once the other Party has declined to participate in mediation. Nothing in this Article prevents either Party from applying at any time to any court of competent jurisdiction for interim or injunctive relief.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f1e0a933-bb60-44a5-8448-3686fde170cd","value":"courts","type":"add","operator":"="}]},{"id":"e01a1586-a19b-481a-b15c-68973b860eaa","order":190,"text":"Any dispute which is not resolved by negotiation or by mediation shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the notice of arbitration is submitted. The seat of the arbitration shall be Hong Kong, the arbitration shall be conducted in the English language, and the number of arbitrators shall be one. The arbitral award shall be final and binding on the Parties, and the arbitration shall be governed by the Arbitration Ordinance (Cap. 609). Nothing in this Article prevents either Party from applying to any court of competent jurisdiction for interim or injunctive relief.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f1e0a933-bb60-44a5-8448-3686fde170cd","value":"hkiac","type":"add","operator":"="}]},{"id":"f591228b-5945-41df-bc5d-670e10624c32","order":191,"text":"Each Party irrevocably agrees that the process by which any proceedings are begun may be served on it by being delivered to its address for notices under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4406d284-e39e-470f-9ca2-444540cc5b59","order":192,"text":"IN WITNESS WHEREOF this Agreement has been entered into on the date stated at the beginning of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true,"marginTop":"20"},{"id":"a2345f50-b4f5-418d-8c0e-49d57acfeca7","order":193,"text":"SIGNED for and on behalf of [Client's full legal name]:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"e4a99d8b-dc0d-4443-ab23-563db563ffe3","value":"company","type":"add","operator":"="}]},{"id":"c04969d0-8305-4450-b080-281c72e1635e","order":194,"text":"Name: [Name of signatory] Title: [Position of signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"e4a99d8b-dc0d-4443-ab23-563db563ffe3","value":"company","type":"add","operator":"="}]},{"id":"dbdc07c1-f458-4a89-82cf-ebc44ad24d0c","order":195,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true,"displayConditions":[{"field":"e4a99d8b-dc0d-4443-ab23-563db563ffe3","value":"company","type":"add","operator":"="}]},{"id":"ba573371-59a8-43ee-ba5c-d11b27783af8","order":196,"text":"SIGNED by [Client's full name]:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"e4a99d8b-dc0d-4443-ab23-563db563ffe3","value":"individual","type":"add","operator":"="}]},{"id":"4f9394ba-83b1-4d3b-a0cb-ad79cea6a714","order":197,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"e4a99d8b-dc0d-4443-ab23-563db563ffe3","value":"individual","type":"add","operator":"="}]},{"id":"a793de86-33f9-4158-a5b6-1f280e54e40f","order":198,"text":"In the presence of (witness) — Name: ______________________ Signature: ______________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true,"displayConditions":[{"field":"e4a99d8b-dc0d-4443-ab23-563db563ffe3","value":"individual","type":"add","operator":"="}]},{"id":"acffd5ae-3131-438a-82b8-69b116856c76","order":199,"text":"SIGNED for and on behalf of [Service Provider's full legal name]:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"7db1a827-b6d8-4383-8495-35eee9e82eaf","value":"company","type":"add","operator":"="}]},{"id":"781258c0-997f-4f4f-99df-8321408c3f3c","order":200,"text":"Name: [Name of signatory] Title: [Position of signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"7db1a827-b6d8-4383-8495-35eee9e82eaf","value":"company","type":"add","operator":"="}]},{"id":"e45ae19e-414c-4ae7-801a-919be930bdda","order":201,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7db1a827-b6d8-4383-8495-35eee9e82eaf","value":"company","type":"add","operator":"="}]},{"id":"2a6d114b-eacc-413f-8d77-917477930c5d","order":202,"text":"SIGNED by [Service Provider's full name]:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"7db1a827-b6d8-4383-8495-35eee9e82eaf","value":"individual","type":"add","operator":"="}]},{"id":"7c9c558b-2807-4117-9b91-e81bc4910c88","order":203,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"7db1a827-b6d8-4383-8495-35eee9e82eaf","value":"individual","type":"add","operator":"="}]},{"id":"3b72c2af-a0d0-4183-8093-fc8a5638a82f","order":204,"text":"In the presence of (witness) — Name: ______________________ Signature: ______________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7db1a827-b6d8-4383-8495-35eee9e82eaf","value":"individual","type":"add","operator":"="}]},{"id":"083405c7-9776-4307-b2bc-8ea2d55bf953","order":205,"text":"SCHEDULE","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"4","cflou":false,"active":true,"marginTop":"34"},{"id":"436f3866-a4c1-4eb8-b416-25716ab2d242","order":206,"text":"FORM OF STATEMENT OF WORK","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"4a46e10d-8617-4a13-b9fb-d3293e11e839","order":207,"text":"The form set out below is provided for the convenience of the Parties. A Statement of Work becomes binding only when it has been signed by an authorised representative of each Party, and takes effect subject to the terms of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"12bdfe84-ecd7-4942-be89-b6e7f8b5abee","order":208,"text":"— Reference number and date of the Statement of Work.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"3d8ecfb5-00ad-4e0d-bc37-2efe2cb9df86","order":209,"text":"— The Parties, and the Affiliate of the Client (if any) on whose behalf the services are procured.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"8697015e-4d24-464d-b9c0-a4353739374e","order":210,"text":"— Description of the services and of each Deliverable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"4ff46b05-1e79-4906-8504-e51ef72ed736","order":211,"text":"— Acceptance criteria and acceptance procedure, and any period for acceptance which is to replace the period stated in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"905e7257-cc1a-449b-ba34-d5bf4e2a4f80","order":212,"text":"— Commencement date, duration, timetable and milestones.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"093bf026-e442-4ef2-9bda-4a0b849104bf","order":213,"text":"— Key Personnel assigned to the engagement, their roles and their rates.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"3715d925-8f1b-40f1-85f2-ac13e852127c","order":214,"text":"— The Charges, the basis on which they are calculated, and the payment schedule.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"6dac0c31-323a-4843-92e1-25615bdda186","order":215,"text":"— Expenses which the Client approves in advance, and any cap on them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"00faf59e-21cb-445a-98b2-164e432f2ddf","order":216,"text":"— Any service levels, the manner in which they are measured, and the consequences of failing to meet them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"fb18864d-2367-4b17-b153-4dfb98129834","order":217,"text":"— Assumptions and dependencies on which the Service Provider relies, including anything which the Client is to provide.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"de3f96c9-1893-48a1-9af6-65d12175a718","order":218,"text":"— The location at which the services are to be supplied, and any requirement for the processing of Personal Data.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"0c123e33-9ee2-4f27-b9cc-5a7ef996bafe","order":219,"text":"— Any term which is intended to vary this Agreement in respect of the services covered, expressly identifying the provision which is varied.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"953f07cc-ca6a-4c34-bfab-16238c666609","order":220,"text":"Signed by or on behalf of the Client: ______________________________ Date: ____________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"ad3442af-0d79-4063-ab92-38871f95d8cc","order":221,"text":"Signed by or on behalf of the Service Provider: ______________________________ Date: ____________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true}]