[{"id":"d419fe05-6048-4e34-a701-9ed0d6825ae9","order":1,"text":"INDEPENDENT CONTRACTOR AND FREELANCE SERVICES AGREEMENT","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"1ac1e358-4c3b-46d3-9db6-2b24339ba30a","order":2,"text":"(Contract for services 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":"bbb857c3-75c2-4771-9055-9726532a6113","order":3,"text":"THIS AGREEMENT is made on [Date of the Agreement].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"d6fbd627-a6c6-439a-bcf8-646c3517d3da","order":4,"text":"BETWEEN:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"1328222d-84d3-4ebe-b9bc-9bc9ec158593","order":5,"text":"(1) [Client company name], a company incorporated or registered in Hong Kong under company registration number [Client company registration number], whose registered office is at [Client registered office] (the \"Client\"); and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3e766214-0956-462b-9c4e-1ac6acf08bf7","value":"individual","type":"remove","operator":"="}]},{"id":"b14b8a63-bec0-4110-a895-170c13ddce2e","order":6,"text":"(1) [Client full name], holder of Hong Kong Identity Card or passport number [Client HKID or passport number], of [Client address] (the \"Client\"); and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3e766214-0956-462b-9c4e-1ac6acf08bf7","value":"company","type":"remove","operator":"="}]},{"id":"1fc49674-c02a-4980-a157-e32b4f082764","order":7,"text":"(2) [Contractor company name], a company incorporated or registered in Hong Kong under company registration number [Contractor company registration number], whose registered office is at [Contractor registered office], carrying on business on its own account (the \"Contractor\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"2bc3f75c-2097-4964-bcfd-58bef7e1f7cc","value":"individual","type":"remove","operator":"="}]},{"id":"2fe7519b-1b8f-47ca-8244-a330aac094ba","order":8,"text":"(2) [Contractor full name], holder of Hong Kong Identity Card or passport number [Contractor HKID or passport number], of [Contractor address], carrying on business on his or her own account (the \"Contractor\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"2bc3f75c-2097-4964-bcfd-58bef7e1f7cc","value":"company","type":"remove","operator":"="}]},{"id":"cd2d1f09-8052-4a52-aaeb-b192986d37e3","order":9,"text":"The Client and the Contractor are each a \"party\" and together the \"parties\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"47ed765e-20b1-46d7-bbc0-662a46752cef","order":10,"text":"WHEREAS:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"5662600b-6b0e-49dd-a25c-b48d3ee4a995","order":11,"text":"(A) The Client wishes to procure certain professional services from an independent supplier carrying on business on its own account, and does not wish to engage any person as an employee for that purpose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e4742624-95ef-482f-8043-1d57707b7672","order":12,"text":"(B) The Contractor carries on an independent business, holds business registration certificate number [Business registration certificate number] issued under the Business Registration Ordinance (Cap. 310), supplies or holds itself out as available to supply services of a similar kind to other clients, and has agreed to supply the Services to the Client on the terms of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"b7cd9936-0dd2-409c-9c22-89efdb1fe912","order":13,"text":"(C) The parties have had regard to the factors by which the courts of Hong Kong distinguish a contract of service from a contract for services, in particular the degree of control exercised over the manner of performance, the provision of equipment, the power to engage helpers and to send a substitute, the degree of financial risk assumed, the responsibility for investment and management, and the opportunity to profit from sound management. Having considered the overall impression created by the arrangement, the parties record that their relationship is, and is intended in its actual performance to remain, that of independent principals contracting at arm's length.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"46414e39-c89c-48e8-a086-f7b2314436b6","order":14,"text":"(D) The parties acknowledge that the Employment Ordinance (Cap. 57), the Employees' Compensation Ordinance (Cap. 282), the Minimum Wage Ordinance (Cap. 608) and the employer obligations imposed by the Mandatory Provident Fund Schemes Ordinance (Cap. 485) apply to employees engaged under a contract of employment, and that none of them is intended to apply to this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"a917ffb1-4b90-48fa-ac57-4c98db54774e","order":15,"text":"(E) Each party has had the opportunity to take independent legal advice on the terms of this Agreement before entering into it, and enters into it freely and on the basis of its own commercial judgement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"1e518ce2-fa7b-478d-a868-d6fe840e2b12","order":16,"text":"NOW IT IS AGREED as follows:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"48ff7cbe-b25c-4ea2-a465-25411b037ab9","order":17,"text":"1. DEFINITIONS AND INTERPRETATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S01"},{"id":"3c8d3bf9-8832-4ad1-938d-0d798f47f16e","order":18,"text":"In this Agreement, unless the context otherwise requires, the following expressions have the following meanings.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ebc58da7-30c1-43fd-bea2-55a2c925d475","order":19,"text":"\"Business Day\" means any day other than a Saturday, a Sunday or a general holiday in Hong Kong.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"915ff32b-55ec-4d25-9e54-ecfca7ffc330","order":20,"text":"\"Client Materials\" means all information, data, documents, artwork, specifications, software, credentials and other materials supplied by the Client to the Contractor for the purposes of the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"91d7f008-7864-4834-83fa-8dd511183623","order":21,"text":"\"Commencement Date\" means the date stated in the clause entitled \"Term\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e07e3ff4-ca47-405d-ab13-fff96281cc7b","order":22,"text":"\"Confidential Information\" means all information of a confidential or proprietary nature, in whatever form and however recorded, relating to the business, clients, suppliers, personnel, finances, technology, methods, pricing, know-how, plans or affairs of the Client or of any client of the Client, which is disclosed to or otherwise obtained by the Contractor in connection with this Agreement, together with all copies, notes, analyses and derivative materials.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9c109a33-5ca4-4b19-8ef5-3bae107086aa","order":23,"text":"\"Deliverables\" means the outputs, works, documents, materials and results to be produced by the Contractor in the course of, or arising from, the supply of the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1b2f85eb-97cc-440b-bc8e-9d41a4bd6bce","order":24,"text":"\"Fee\" means the remuneration payable to the Contractor under the clause entitled \"Fees and invoicing\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ee9f084d-dc47-44de-83aa-47144e1998cd","order":25,"text":"\"Hong Kong\" means the Hong Kong Special Administrative Region of the People's Republic of China.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8f0a82ba-9920-42d3-8904-a88b48cfb59e","order":26,"text":"\"Intellectual Property Rights\" means copyright and related rights, rights in performances, database rights, patents, utility models, rights in inventions, registered and unregistered trade marks, service marks, trade names and get-up, registered and unregistered designs, topography rights, rights in know-how and confidential information, and all other intellectual property rights, in each case whether registered or unregistered, together with all applications, renewals, extensions and rights of action for past infringement, subsisting anywhere in the world.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3ed88896-7d75-406e-a0ba-c8870b8a9695","order":27,"text":"\"Services\" means the services described in the clause entitled \"The Services and the Deliverables\", together with any further services agreed between the parties in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6fd13371-900f-4c11-bfbf-6377b9c841ca","order":28,"text":"\"Term\" means the period during which this Agreement remains in force.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"781b6e7f-fe02-4a42-9c36-680536701b28","order":29,"text":"A reference to an Ordinance is a reference to that Ordinance as amended, extended, consolidated or re-enacted from time to time, and to any subsidiary legislation made under it. Headings are for convenience only and do not affect construction. Words importing the singular include the plural and vice versa, and words importing one gender include every gender. Any phrase introduced by the words \"including\", \"includes\", \"in particular\" or \"for example\" is illustrative and does not limit the generality of the preceding words. References to writing include electronic mail. A reference to a person includes an individual, a sole proprietorship, a firm, a company and any other legal or unincorporated entity, and a reference to a party includes its permitted successors and assigns. A reference to a day is a reference to a calendar day unless it is expressed to be a Business Day, and a period expressed in days runs from the day after the event from which it is calculated.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"6c945d99-6415-4ac4-9b97-6bbcf82ed9c0","order":30,"text":"2. APPOINTMENT AND STATUS OF THE CONTRACTOR","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S02"},{"id":"68bce0be-67f4-4b81-928f-f03c965c9f8e","order":31,"text":"The Client engages the Contractor, and the Contractor accepts the engagement, to supply the Services to the Client as an independent contractor on the terms of this Agreement. The relationship between the parties is that of client and independent supplier contracting at arm's length.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"426db3bf-f698-4e06-97ab-d6f955eef48d","order":32,"text":"This Agreement is a contract for services. It is not a contract of employment, a contract of apprenticeship or a continuous contract within the meaning of the Employment Ordinance (Cap. 57). Nothing in this Agreement creates, or is intended to create, a relationship of employer and employee, of principal and agent, of partnership or of joint venture between the parties, or between the Client and any person engaged by the Contractor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ed846cd6-8af0-4ef3-be8b-fe489567c3b4","order":33,"text":"The Contractor is not an employee of the Client and shall not be treated as such for any purpose. The Contractor is not entitled to, and shall not claim, any wages, paid annual leave, statutory holiday pay, rest days, sickness allowance, maternity or paternity leave or pay, end of year payment, severance payment, long service payment, payment in lieu of notice, terminal payment, employees' compensation, gratuity, bonus, share incentive, medical or insurance benefit, retirement benefit or any other right, benefit or protection conferred on an employee by the Employment Ordinance (Cap. 57), the Employees' Compensation Ordinance (Cap. 282), the Minimum Wage Ordinance (Cap. 608) or any other legislation of Hong Kong applicable to employees.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"18524acb-02fc-4943-b7f9-4901cb8291b7","order":34,"text":"The Contractor shall not be integrated into the Client's organisation. The Contractor shall not be given a job title within the Client's establishment, shall not appear on the Client's organisation chart or staff list, shall not be subject to the Client's disciplinary, grievance, appraisal or performance management procedures, shall not participate in any staff benefit, welfare or incentive scheme of the Client, and shall not hold itself out as an officer, employee or agent of the Client or as having authority to bind the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6b91c167-0e3f-46fa-b7e8-98ae5e9bddea","order":35,"text":"The parties confirm that the terms of this Agreement reflect their true agreement and the manner in which the Services are in fact to be supplied, and that neither party has entered into this Agreement in order to disguise a relationship of employment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"f3a6e86b-c197-4129-9225-2afff582e6e1","order":36,"text":"3. THE SERVICES AND THE DELIVERABLES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S03"},{"id":"74a100d2-3b24-4266-be8e-f60b17350c49","order":37,"text":"The Contractor shall supply the following services to the Client: [Description of the services].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f78dd026-fbf8-47ae-add9-391a7aea492b","order":38,"text":"The Contractor shall produce and supply the following deliverables: [Description of the deliverables].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d401f7ea-a32e-4ee0-8346-fbc1eacc10b2","order":39,"text":"The Contractor shall supply the Services with reasonable skill and care and to the standard reasonably to be expected of a competent independent supplier holding itself out as skilled and experienced in services of the relevant kind.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f814bd3a-42c8-4fa5-852e-8cbbc88caab0","order":40,"text":"The Client is concerned with the result to be achieved and not with the manner in which it is achieved. The Contractor shall exercise its own independent professional judgement in the supply of the Services and shall be responsible for the technical and professional quality of the work.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7ea6466e-6101-4d66-81ac-6137d2fd7652","order":41,"text":"The Deliverables shall be supplied in the formats and on the media agreed between the parties or, in the absence of agreement, in the formats customary for work of the relevant kind. Risk in any physical medium on which a Deliverable is supplied passes to the Client on delivery.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0e58f8c8-9494-4547-b9ec-52ce8618f6a5","order":42,"text":"The Client shall notify the Contractor within ten Business Days of delivery whether a Deliverable is accepted or, if it is not, in what respect it fails to meet the agreed specification. A Deliverable which is not rejected within that period, or which is put to commercial use by the Client, is deemed to be accepted. Rejection entitles the Contractor to a reasonable opportunity to correct the Deliverable before any other remedy is pursued.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d5b71f86-c850-4678-9eaa-bb9f044628fa","order":43,"text":"For ninety days after acceptance, the Contractor shall correct at its own cost any defect in a Deliverable which is notified to it within that period and which results from a failure to supply the Services with reasonable skill and care. This obligation does not apply to a defect caused by the Client Materials, by a modification made otherwise than by the Contractor, or by use of the Deliverable otherwise than in accordance with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"83ec7c0c-5a23-4ee5-8567-eb7c359b9a4a","order":44,"text":"4. CHANGE CONTROL AND VARIATION OF THE SERVICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S04"},{"id":"5722f367-ed1d-4125-b0c9-8a067d788366","order":45,"text":"Either party may propose a change to the Services, to the Deliverables or to the dates for delivery. A proposed change shall be described in writing and takes effect only when both parties have agreed it in writing, together with any consequential adjustment to the Fee and to the dates for delivery.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8762b567-cca1-431f-abf7-576762c33c1d","order":46,"text":"The Contractor is not obliged to begin work on a proposed change before it has been agreed in writing. No course of dealing, verbal instruction, acquiescence or practice gives rise to any obligation on the Contractor to supply additional work without payment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f16d8ac6-6ff5-4379-bb41-c545ebf4659a","order":47,"text":"Where a change increases the time, the resources or the third party costs required, the Contractor is entitled to a reasonable increase in the Fee and to a reasonable extension of the dates for delivery. Where a change reduces the scope of the Services, the Fee is reduced by a corresponding amount, save in respect of work already performed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b4135371-6849-4790-bf8c-d0471b66c875","order":48,"text":"The right of the Client to propose a change is a right to define the result required. It confers on the Client no power to direct the manner in which the Contractor supplies the Services, and the Contractor may decline any proposed change without liability.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"4c8af352-47d0-4dc4-8e9a-aad37f553630","order":49,"text":"5. CONTROL, METHOD AND PLACE OF PERFORMANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S05"},{"id":"598d11aa-bf4c-4dca-8bbf-a314b721e0f1","order":50,"text":"The Contractor alone determines the manner, method, sequence, timing and hours by which the Services are supplied. The Client may specify the outcome required, the specification to be met and the dates by which Deliverables are to be supplied, but shall not direct or control the way in which the Contractor carries out the work.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"76ed94c1-91fb-4e7c-b9d1-6637ae937c5b","order":51,"text":"The Contractor is not required to work any fixed or minimum hours, is not required to record or to submit its attendance for the purpose of supervision by the Client, is not required to seek the Client's permission to be absent, and is not obliged to accept any assignment beyond the Services agreed in this Agreement. This paragraph is without prejudice to the records required for the verification of an invoice under the clause entitled \"Fees and invoicing\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"37fc8156-0ca0-4e8e-b6b3-337b8776e64f","order":52,"text":"The Contractor shall supply the Services principally at [Place of performance] and shall attend the Client's premises only where reasonably necessary for the supply of the Services and by prior arrangement. While at the Client's premises the Contractor shall observe the Client's reasonable rules as to safety, security and access; such rules exist for the protection of persons and property and do not amount to control over the manner in which the Services are supplied.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a25c9efb-8416-49ba-a441-ae5946c9f73d","order":53,"text":"Neither party is obliged to offer or to accept further work after completion of the Services, and no such obligation shall be implied from any course of dealing between them. There is no mutuality of obligation between the parties beyond the Services expressly agreed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"0615edd3-ceeb-4ad8-8d22-c6b4db0f98c7","order":54,"text":"6. RIGHT OF SUBSTITUTION AND SUB-CONTRACTING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S06"},{"id":"10d7e692-646b-4ebe-a03d-59a6b71f8dbb","order":55,"text":"Personal service by any particular individual is not of the essence of this Agreement. The Contractor may at any time, and without the prior consent of the Client, arrange for the whole or any part of the Services to be supplied by a suitably qualified substitute.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fcda9395-20dd-47b6-8c51-1843614ed62e","order":56,"text":"The Contractor remains responsible to the Client for the supply of the Services and shall remunerate the substitute directly. The Client has no obligation of any kind towards the substitute and shall make no payment to the substitute.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4b94bc1a-1c29-4b06-8101-0e7e94c4b4b8","order":57,"text":"The Client may object to a proposed substitute only on reasonable grounds relating to competence, professional qualification, security vetting, conflict of interest or compliance with a legal or regulatory requirement, and shall notify any such objection promptly with reasons. An objection made on any other ground is of no effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"63d2517d-7ca1-4f5f-9674-e6a1e8278aef","order":58,"text":"The Contractor may engage employees, helpers, agents or sub-contractors to assist in the supply of the Services, at the Contractor's own cost and risk. The Contractor is responsible for their acts and omissions, for their remuneration, for their taxation, for any mandatory provident fund contributions due in respect of them and for insuring them. The Contractor shall procure that every such person is bound by obligations of confidentiality, of data protection and of intellectual property assignment or licence sufficient to enable the Contractor to perform this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"f32870cd-4428-4b55-b2f8-b8531db31234","order":59,"text":"7. EQUIPMENT, MATERIALS AND EXPENSES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S07"},{"id":"94fda633-1480-4426-9e88-546029164fbc","order":60,"text":"The Contractor shall provide, at its own cost, all equipment, hardware, software, tools, licences, materials, workspace, transport, telecommunications and other resources required for the supply of the Services. The Client is under no obligation to provide the Contractor with any equipment or working accommodation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"423c7749-b5dd-4995-8077-46a2a028337d","order":61,"text":"Where the Client lends any equipment, materials, documents or access credentials to the Contractor for the purposes of the Services, they remain the property of the Client, shall be used only for the purposes of the Services, shall be kept secure and shall be returned to the Client immediately on demand and in any event on termination of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e631616d-36d8-45e0-bf86-b8b012526828","order":62,"text":"The Contractor shall bear all costs and expenses incurred in the supply of the Services. Those costs and expenses are reflected in the Fee, and the Contractor is not entitled to any reimbursement from the Client. The Contractor accordingly bears the risk of any cost overrun.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"36f57e9e-c6bc-4f98-99e2-e889d5dc96f8","value":"own","type":"add","operator":"="}]},{"id":"06728d4a-6301-4744-bf97-ec4d80058f39","order":63,"text":"The Client shall reimburse the reasonable out-of-pocket expenses properly and necessarily incurred by the Contractor in the supply of the Services, provided that any single item of expenditure exceeding HK$[Approval threshold] has been approved by the Client in writing in advance and that the Contractor produces the original receipts. Approved expenses are reimbursed against invoice within the period allowed for payment of the Fee and carry no mark-up.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"36f57e9e-c6bc-4f98-99e2-e889d5dc96f8","value":"reimbursed","type":"add","operator":"="}]},{"id":"31b58ff8-d424-4b32-b57f-f7caa93a8ce3","order":64,"text":"8. FINANCIAL RISK, NON-EXCLUSIVITY AND CONFLICTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S08"},{"id":"53798c54-bd11-42d2-9b47-318fde16b8d6","order":65,"text":"The Contractor bears the financial risk of the engagement. The Contractor is responsible for the profitability of its own business, quotes and contracts at its own risk, and has the opportunity to profit from the sound management of its own resources.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"41404328-09f4-418e-8d8c-45534f5c2881","order":66,"text":"If any part of the Services or of the Deliverables is defective or does not conform to the agreed specification, the Contractor shall re-perform or rectify it at its own cost and in its own time, in accordance with the clause entitled \"The Services and the Deliverables\", and is not entitled to any additional payment for doing so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"46639ec4-cdce-4e8b-8c65-0b4ac6f0a175","order":67,"text":"The Contractor is remunerated by reference to the Services actually supplied. The Contractor is not paid in respect of periods during which no Services are supplied, including periods of holiday, sickness, training or absence for any other reason.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"31077f62-607c-439d-a4f0-4cf29f08ed84","order":68,"text":"This Agreement is not exclusive. The Contractor is free, during and after the Term, to supply services to any other person, including a competitor of the Client, subject only to its obligations of confidentiality and to any restriction expressly agreed in this Agreement. The Contractor is not required to obtain the Client's consent before accepting other work.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9d8e69b5-546b-4431-a8d3-0a38bf7d23c9","order":69,"text":"The Contractor shall not, during the Term, act for any person in a matter in which the interests of that person are directly adverse to those of the Client in relation to the subject matter of the Services without first disclosing the position to the Client in writing, and shall notify the Client promptly of any actual or potential conflict of interest of which it becomes aware.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"02c6a1bb-95e7-4136-b172-5efa5c8f1e1e","order":70,"text":"9. OBLIGATIONS OF THE CLIENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S09"},{"id":"f95e13eb-fdc6-47fe-bd4f-ac99f5b70f47","order":71,"text":"The Client shall provide the Contractor, in a timely manner, with the Client Materials, instructions, approvals, decisions and access reasonably required for the supply of the Services, and shall ensure that the Client Materials are accurate and complete in all material respects.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"553a7d13-84a4-4e95-97e1-57e500ee70d6","order":72,"text":"The Client shall appoint a single representative with authority to give approvals and decisions on its behalf and shall notify the Contractor of any change in that appointment. The Contractor is entitled to rely on any instruction or approval given by that representative.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5e7dccb8-1831-4903-9beb-709d4e719beb","order":73,"text":"If the Contractor is delayed or prevented from supplying the Services by any act or omission of the Client, by the late supply of Client Materials, instructions or approvals, or by any failure of the Client to perform its obligations, the dates for delivery are extended by a reasonable period, the Contractor is not liable for the resulting delay, and the Client shall pay the reasonable additional costs properly incurred by the Contractor as a result, subject to the Contractor notifying the Client of those costs before incurring them wherever practicable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f0543045-202b-4bb9-b964-3b88e90545e1","order":74,"text":"The Client warrants that the Client Materials do not infringe the Intellectual Property Rights of any third party and that it is entitled to supply them to the Contractor for the purposes of the Services. The Client shall indemnify the Contractor against all liabilities, losses and reasonable costs arising out of any claim that they do infringe.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"af96d4c2-16b4-4c52-af12-4a71afbce5fd","order":75,"text":"The Client shall not, without the prior written consent of the Contractor, seek to engage directly any substitute, employee, helper or sub-contractor introduced to it by the Contractor, for the supply of services of the kind covered by this Agreement, during the Term and for six months afterwards.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"29589b5a-a96b-4218-8a48-d743cc8f20d4","order":76,"text":"10. TERM","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S10"},{"id":"708ae105-355b-40f2-b744-2c4df9110e26","order":77,"text":"This Agreement takes effect on [Commencement date].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fe6abd43-0418-46ef-9ec2-c75684cf343d","order":78,"text":"It shall continue in force until [End date], unless terminated earlier in accordance with the clause entitled \"Termination\". It shall not be renewed or extended automatically, and any extension requires a fresh written agreement between the parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8360f793-0685-4934-971b-15ff20c04d77","value":"fixed","type":"add","operator":"="}]},{"id":"6db805e7-7582-42c0-8761-c0b1121355b6","order":79,"text":"It shall continue in force until the Services have been supplied in full and the Deliverables have been accepted by the Client, whereupon it shall terminate automatically and without notice, unless terminated earlier in accordance with the clause entitled \"Termination\". No further engagement is to be implied from completion of the project.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8360f793-0685-4934-971b-15ff20c04d77","value":"project","type":"add","operator":"="}]},{"id":"49822d7a-20c8-4c0e-ae8b-3b86fa30f0eb","order":80,"text":"It shall continue in force until terminated by either party in accordance with the clause entitled \"Termination\". The continuation of this Agreement gives rise to no expectation of further engagement and shall not be construed as creating a continuous contract within the meaning of the Employment Ordinance (Cap. 57).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"8360f793-0685-4934-971b-15ff20c04d77","value":"rolling","type":"add","operator":"="}]},{"id":"3de048b6-b455-404a-918b-18837a8f69f9","order":81,"text":"11. FEES AND INVOICING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S11"},{"id":"893e269b-fdb8-487f-a959-cf942d6772f9","order":82,"text":"In consideration of the supply of the Services, the Client shall pay the Contractor a fixed fee of HK$[Fixed fee] for the Services as a whole. The Contractor shall invoice the Client on completion and acceptance of the Deliverables, or at such intervals as the parties agree in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8e87b945-b5bd-4f27-bc9b-7622a3c50892","value":"fixed","type":"add","operator":"="}]},{"id":"4c9a397c-bbfc-4312-a89d-dd0488cfc09e","order":83,"text":"In consideration of the supply of the Services, the Client shall pay the Contractor at the rate of HK$[Hourly rate] for each hour actually worked in the supply of the Services. The Contractor shall invoice the Client monthly in arrears and shall accompany each invoice with a statement of the hours worked.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8e87b945-b5bd-4f27-bc9b-7622a3c50892","value":"hourly","type":"add","operator":"="}]},{"id":"ceb7ca0d-9b4d-4e21-985c-6232b0d2b872","order":84,"text":"In consideration of the supply of the Services, the Client shall pay the Contractor at the rate of HK$[Daily rate] for each day actually worked in the supply of the Services. The Contractor shall invoice the Client monthly in arrears and shall accompany each invoice with a statement of the days worked. A day means a working day of such length as the Contractor determines to be appropriate to the task.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8e87b945-b5bd-4f27-bc9b-7622a3c50892","value":"daily","type":"add","operator":"="}]},{"id":"299f9e70-8ffe-4ed7-a0a1-8cd1c775c4f3","order":85,"text":"In consideration of the availability and supply of the Services, the Client shall pay the Contractor a monthly retainer of HK$[Monthly retainer]. The Contractor shall invoice the Client monthly in advance. The retainer is consideration for the supply of services and does not constitute a salary, a wage or any other form of employment remuneration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8e87b945-b5bd-4f27-bc9b-7622a3c50892","value":"retainer","type":"add","operator":"="}]},{"id":"ae59483a-5b83-4925-aa3d-60a357f10f86","order":86,"text":"Each invoice shall state the Contractor's business registration number and the work or period to which it relates. The Fee is exclusive of any goods and services tax or similar imposition which may hereafter be levied in Hong Kong, which shall be borne by the Client in addition where applicable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5695dd35-e5e7-496a-bf9f-d63b91cec483","order":87,"text":"Where the Fee is calculated by reference to time, the Contractor shall keep accurate records of the hours or days worked, and where any expense is reimbursable it shall keep records of the expenses claimed. The Contractor shall retain those records for two years after the end of the Term. The Contractor shall make those records available for inspection by the Client, or by an independent accountant appointed by the Client, on reasonable written notice and during normal business hours, solely for the purpose of verifying an invoice. Any overcharge revealed by the inspection shall be refunded within fourteen days.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2792e5ce-ec97-42b8-9e4e-1c97ffd736a5","order":88,"text":"Where this Agreement continues for more than twelve months, either party may propose a review of the Fee on each anniversary of the Commencement Date. No revised Fee takes effect unless agreed in writing, and the existing Fee continues to apply until it is.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c920f41f-2f96-47fb-8a81-c5b838b48f45","order":89,"text":"The Fee has been freely negotiated between two independent businesses and takes into account the fact that the Contractor bears its own overheads, insurance, taxation and mandatory provident fund contributions and enjoys none of the benefits conferred on employees by the legislation of Hong Kong.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"70ad60de-ac2d-4fc8-acb7-9609b94574e0","order":90,"text":"12. PAYMENT, LATE PAYMENT AND SET-OFF","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S12"},{"id":"b13f7ce4-50d8-4f32-b267-b86bb87420c4","order":91,"text":"The Client shall pay each undisputed invoice within [Payment period] days of receipt, in Hong Kong dollars, by transfer to the bank account nominated by the Contractor in writing. Time of payment is of the essence.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fb2d1bdc-b70f-439d-acc6-5dd930254014","order":92,"text":"Payment shall be made gross. The Client shall make no deduction or withholding from the Fee in respect of salaries tax, profits tax, mandatory provident fund contributions or any other statutory levy, save where required to do so by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c258a094-5ef0-4c27-b19c-f7ed6c46e865","order":93,"text":"If the Client disputes an invoice in good faith it shall notify the Contractor within seven days of receipt or, if earlier, before the due date for payment, stating its reasons, and shall pay the undisputed part in the ordinary way. The parties shall use reasonable endeavours to resolve the dispute promptly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f0a86f0e-3ba8-418f-a903-f79a379e34eb","order":94,"text":"Interest accrues on any sum not paid when due at the rate of [Rate] per cent per annum, calculated on a daily basis from the due date until payment in full, both before and after any judgment. Without prejudice to any other right, the Contractor may suspend the Services after giving fourteen days' written notice of an overdue payment, and is not in breach of this Agreement by reason of any such suspension.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aacaecdf-af41-45e3-8937-6ca4daa9b186","order":95,"text":"The Client may set off against any sum due to the Contractor any amount properly due from the Contractor to the Client under this Agreement, including any amount due under the clause entitled \"Indemnity against employment-related claims\". The Contractor shall pay all sums due to the Client under this Agreement in full and without set-off, except where the amount is admitted by the Client or established by a judgment or an award.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"a7fb1c7c-f34a-4861-8436-859fd78694d2","order":96,"text":"13. TAXATION AND MANDATORY PROVIDENT FUND","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S13"},{"id":"fee56c9d-373a-4ad7-83bd-8e1471ea3354","order":97,"text":"The Contractor is responsible for its own taxation. The Contractor shall account to the Inland Revenue Department for all profits tax, salaries tax or other tax chargeable in respect of the Fee and shall file all returns required of it under the Inland Revenue Ordinance (Cap. 112).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e553cd4e-4002-4c81-b008-8950f5bf35fb","order":98,"text":"The Client shall make no mandatory provident fund contribution in respect of the Contractor or of any person engaged by the Contractor. The Contractor acknowledges that, where it is a self-employed person within the meaning of the Mandatory Provident Fund Schemes Ordinance (Cap. 485), it is required to enrol in a registered scheme and to make contributions on its own behalf, and the Contractor undertakes to do so and to produce evidence of enrolment on reasonable request.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3b8d4005-99e5-4343-b483-a7523603c991","order":99,"text":"Where the Contractor engages any employee, the Contractor alone is the employer of that person and shall discharge every employer obligation in respect of that person, including mandatory provident fund contributions, employees' compensation insurance and the filing of employer's returns.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2c4fb6b6-f743-4aa1-a62a-5f5cb57acab4","order":100,"text":"The Client may report the payments made under this Agreement to the Inland Revenue Department as remuneration paid to a person other than an employee, and the Contractor shall supply such particulars as the Client reasonably requires for that purpose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"f911c34e-f897-43f9-8bad-031e09c20561","order":101,"text":"14. INDEMNITY AGAINST EMPLOYMENT-RELATED CLAIMS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S14"},{"id":"6507ad9a-8a46-4ae7-a8a6-2eb46cc0ebe1","order":102,"text":"The Contractor shall indemnify the Client, and keep the Client fully indemnified, against all liabilities, claims, demands, proceedings, awards, statutory entitlements, contributions, taxes, levies, surcharges, interest, penalties, fines and all reasonable costs and expenses, including legal costs on a full indemnity basis, which the Client incurs or suffers arising out of or in connection with any determination, assessment, claim or allegation that the Contractor, or any person engaged by the Contractor, is or was an employee of the Client or is or was entitled to any right or benefit conferred on an employee by any legislation of Hong Kong.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3d953107-c428-4b1c-ae98-6c6f125a0216","order":103,"text":"The indemnity extends to any assessment or demand made by the Inland Revenue Department, by the Mandatory Provident Fund Schemes Authority or by the Labour Department, and to any award or order made by the Labour Tribunal, by the Minor Employment Claims Adjudication Board or by any court of competent jurisdiction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b75c39b8-b5f7-4c6c-8f85-4e0e50eaec97","order":104,"text":"If any such claim is made, the Client shall notify the Contractor without undue delay. The Contractor is entitled, at its own cost, to participate in the defence or settlement of the claim, and the Client shall not settle any such claim without first consulting the Contractor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2f3ce916-c296-45af-a178-2b8eb35f1768","order":105,"text":"If the status of the Contractor is challenged by any authority, or if a change in the law or in its judicial interpretation makes the arrangement recorded in this Agreement liable to be recharacterised, the parties shall meet within thirty days to review the terms of the engagement in good faith, without prejudice to the indemnity in this clause.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0c9daa57-56a8-4748-be18-012c84cb6f1d","order":106,"text":"For the avoidance of doubt, any sum paid to the Contractor under this Agreement is treated as inclusive of any entitlement which may subsequently be held to be due to the Contractor as an employee, and the Client may recover or set off any such sum accordingly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"4c22e4af-3018-4d2e-b17c-d04728981546","order":107,"text":"15. GENERAL INDEMNITY AND THIRD PARTY CLAIMS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S15"},{"id":"28630619-7c8d-4546-aeff-1ede540d93fd","order":108,"text":"The Contractor shall indemnify the Client against all liabilities, losses, damages, claims and reasonable costs and expenses arising out of any claim by a third party that a Deliverable, or the use of a Deliverable in accordance with this Agreement, infringes the Intellectual Property Rights of that third party, and against all liabilities arising out of any negligent act or omission of the Contractor or of any person engaged by the Contractor in the supply of the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2625ebe4-3a86-4e15-a2b8-044421522fa5","order":109,"text":"If a claim of infringement is made or threatened, the Contractor may at its own cost and option procure for the Client the right to continue using the affected Deliverable, replace it with a non-infringing equivalent of substantially equivalent functionality, or modify it so that it ceases to infringe. If none of those courses is reasonably available, the Contractor shall refund the part of the Fee attributable to the affected Deliverable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b120b099-45d5-4812-ae3c-074161cd6720","order":110,"text":"No indemnity given by the Contractor under this Agreement extends to a claim arising out of the Client Materials, out of the use of a Deliverable in combination with anything not supplied by the Contractor where the claim would not have arisen but for the combination, out of any modification of a Deliverable made otherwise than by the Contractor, or out of the use of a Deliverable otherwise than in accordance with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cb70e8ec-e447-4e9f-bd3e-29f6b3fa3df2","order":111,"text":"A party seeking to rely on an indemnity shall notify the other without undue delay, shall not admit liability or settle the claim without the written consent of the indemnifying party, shall give the indemnifying party reasonable conduct of the defence at that party's cost and shall provide reasonable assistance in that defence at the indemnifying party's expense. The indemnified party shall take reasonable steps to mitigate its loss.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"63273e48-085c-4f0b-8046-6877e445d484","order":112,"text":"16. HEALTH, SAFETY AND INSURANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S16"},{"id":"fb56c93c-6415-48d6-8381-d841d0a2442b","order":113,"text":"The Contractor is responsible for the health and safety of itself and of every person whom it engages, and shall comply with the Occupational Safety and Health Ordinance (Cap. 509), with the Factories and Industrial Undertakings Ordinance (Cap. 59) where applicable, and with all other applicable safety legislation, codes of practice and site rules.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4b12b386-cc41-49e1-8d70-82aa504cf0ff","order":114,"text":"The Contractor shall effect and maintain throughout the Term, at its own cost, public liability insurance and professional indemnity insurance with a reputable insurer authorised to carry on insurance business in Hong Kong, in each case for an amount of not less than HK$[Insurance cover] for any one occurrence or series of connected occurrences.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"70a21bf3-14a5-4bb7-9c2c-7e72bf28cc1a","order":115,"text":"Where the Contractor employs any person in Hong Kong, the Contractor shall also effect and maintain employees' compensation insurance in accordance with the Employees' Compensation Ordinance (Cap. 282) in respect of that person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f8acad1e-f72c-47a0-9d39-d2299c49cfbe","order":116,"text":"The Contractor acknowledges that the Client may be exposed to liability as a principal under section 24 of the Employees' Compensation Ordinance (Cap. 282) in respect of persons engaged by the Contractor. The Contractor shall indemnify the Client against any liability, cost or expense which the Client incurs as principal under that Ordinance in respect of any such person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"33444b6d-c1b9-419a-965e-0e3d1fa8e0a4","order":117,"text":"The Contractor shall produce evidence of the insurances and of payment of the current premium to the Client on reasonable request, and shall notify the Client immediately if any such insurance is cancelled, lapses or is materially altered. The Client is under no obligation to insure the Contractor or any person engaged by the Contractor against accident, injury, sickness or loss of income.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"49d474be-3105-4a7f-9b2b-dfb509561d2c","order":118,"text":"17. INTELLECTUAL PROPERTY RIGHTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S17"},{"id":"b8060967-9459-4464-aca0-e834044ff9d3","order":119,"text":"The parties record that, under the Copyright Ordinance (Cap. 528), the author of a work is the first owner of the copyright in it and that copyright in a work created by an independent contractor does not vest in the person commissioning the work by operation of law. The provisions of this clause are accordingly of the essence of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6ac825f9-3849-4d46-9462-5ca75381c327","order":120,"text":"The Contractor assigns to the Client, with full title guarantee and free from all encumbrances, all Intellectual Property Rights in the Deliverables and in every other work created by the Contractor specifically for the Client in the course of supplying the Services, absolutely and for the full term of those rights throughout the world, including by way of present assignment of future copyright.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9f9fd070-a257-4e10-b23f-9ceeeabaa116","value":"assign","type":"add","operator":"="}]},{"id":"2c7fe860-0b93-42a6-941d-f32293d3e204","order":121,"text":"The assignment takes effect on payment in full of the Fee attributable to the relevant Deliverables. Until payment in full, the Contractor grants the Client a revocable and non-transferable licence to use those Deliverables for the purposes for which they were commissioned, and the Client shall not otherwise exploit them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9f9fd070-a257-4e10-b23f-9ceeeabaa116","value":"assign","type":"add","operator":"="}]},{"id":"015ff805-97f8-4339-8b73-b8021520b651","order":122,"text":"The Contractor waives, and shall procure that every person engaged by it waives, all moral rights arising under the Copyright Ordinance (Cap. 528) in respect of the Deliverables, to the fullest extent permitted by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9f9fd070-a257-4e10-b23f-9ceeeabaa116","value":"assign","type":"add","operator":"="}]},{"id":"0c85ee2b-9d6b-41de-a11e-c4ad97f251ee","order":123,"text":"The Contractor shall, at the Client's cost, execute all documents and do all things reasonably required to vest the assigned rights in the Client and to perfect the Client's title, including any application for registration or recordal, and irrevocably appoints the Client as its attorney to execute any such document if the Contractor fails to do so within fourteen days of written request.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9f9fd070-a257-4e10-b23f-9ceeeabaa116","value":"assign","type":"add","operator":"="}]},{"id":"e4afffd2-0ccf-4ec2-b30d-c2ff082ee638","order":124,"text":"The Contractor retains ownership of all Intellectual Property Rights in the Deliverables and grants to the Client a worldwide, perpetual, irrevocable, non-exclusive, royalty-free and fully paid-up licence to use, copy, adapt, modify, publish and distribute the Deliverables for the purposes for which they were commissioned, with the right to sub-licence to the Client's sub-contractors and, where the Client is a company, to any company within its group, in each case for those purposes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9f9fd070-a257-4e10-b23f-9ceeeabaa116","value":"licence","type":"add","operator":"="}]},{"id":"9d7a76cd-5cf3-4113-b162-a2550dc7c24a","order":125,"text":"The licence takes effect on payment in full of the Fee attributable to the relevant Deliverables. The Contractor shall not exercise its rights in the Deliverables in a manner which would defeat the purposes for which they were commissioned, and shall not grant to any competitor of the Client a licence of any Deliverable created specifically for the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"9f9fd070-a257-4e10-b23f-9ceeeabaa116","value":"licence","type":"add","operator":"="}]},{"id":"426e26bc-935d-4f9f-8d65-95c9922224a8","order":126,"text":"The Contractor retains all Intellectual Property Rights in any methodology, know-how, template, library, tool or other material created before or independently of this Agreement (the \"Background Materials\"). To the extent that any Background Materials are incorporated in the Deliverables, the Contractor grants the Client a worldwide, perpetual, irrevocable, non-exclusive and royalty-free licence to use them as part of the Deliverables. Nothing in this Agreement prevents the Contractor from using, for any other client, the skill, experience, techniques and general know-how acquired in the course of supplying the Services, provided that it discloses no Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aba8e236-bd27-47ef-9a19-35cffce44a4d","order":127,"text":"The Client retains ownership of all Intellectual Property Rights in the Client Materials and grants the Contractor a non-exclusive licence to use them for the sole purpose of supplying the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"47e3c3ab-62ea-431e-8a47-78670d03cefd","order":128,"text":"The Contractor warrants that the Deliverables are original, that it is entitled to grant the rights conferred by this clause, and that the use of the Deliverables in accordance with this Agreement will not infringe the Intellectual Property Rights of any third party. The Contractor shall identify in advance any third party material, including any open-source or stock material, to be incorporated in the Deliverables, shall notify the Client of the terms on which it is licensed and shall procure all necessary licences.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"e686302e-d0f4-4e75-96bf-69fe958becd3","order":129,"text":"18. PORTFOLIO, CREDIT AND PUBLICITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S18"},{"id":"8f5e5a15-40cd-4f64-989c-970008e1d44c","order":130,"text":"The Contractor may identify the Client as a client and may display and reproduce the Deliverables in its portfolio, on its website, in a showreel and in credentials or award submissions, provided that the Deliverables have already been published or otherwise made public by the Client, that no Confidential Information is disclosed, and that the Contractor removes or ceases any such use at the Client's written request. The Client shall not unreasonably refuse a request by the Contractor to be credited as the author of a Deliverable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b8b9545f-97b9-4789-adac-13ccf383c58c","value":"allowed","type":"add","operator":"="}]},{"id":"ed68779c-73cf-4c4b-8eff-b982b9f65e1b","order":131,"text":"The Contractor shall not identify the Client as a client, nor display, reproduce or refer to the Deliverables in any portfolio, website, showreel, award submission, press release, social media post or credentials document, without the prior written consent of the Client. The existence and the terms of this Agreement are themselves Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b8b9545f-97b9-4789-adac-13ccf383c58c","value":"prohibited","type":"add","operator":"="}]},{"id":"46587725-6926-444c-8daf-28d27ef2fc4a","order":132,"text":"Neither party shall use the name, trade mark, logo or get-up of the other otherwise than as permitted by this clause, as required by law or with the prior written consent of the other party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a075adc6-47e2-43b9-81e6-4010b9039ebe","order":133,"text":"Neither party shall make, or authorise the making of, any statement which disparages the other party, its business, its personnel or its products. This paragraph does not prevent either party from making a truthful statement required by law, by a regulator or in the conduct of legal proceedings.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"7bd4650c-5ac1-4a31-9dee-c9a3c6d9a901","order":134,"text":"19. CONFIDENTIAL INFORMATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S19"},{"id":"d7630055-42e2-4476-8e61-f25b5917395a","order":135,"text":"The Contractor shall keep the Confidential Information secret, shall use it only for the purpose of supplying the Services, and shall not disclose it to any person except to a substitute, employee, helper or sub-contractor who needs to know it for that purpose and who is bound by obligations of confidence no less onerous than those in this clause. The Contractor is responsible for any breach by such a person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"67739579-ce1f-48ac-81a7-2d9ca025840a","order":136,"text":"This clause does not apply to information which is or becomes public otherwise than through a breach of this Agreement, which was lawfully in the Contractor's possession free of any obligation of confidence before disclosure, which is lawfully obtained from a third party free of any such obligation, or which the Contractor is required to disclose by law, by a court of competent jurisdiction or by a regulatory authority, provided that the Contractor gives the Client such notice of the requirement as is lawful and practicable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"54e91850-8980-4cd3-912e-b67236768338","order":137,"text":"The obligations in this clause continue for [Number of years] years after the end of the Term and, in respect of any trade secret, for so long as the information retains the character of a trade secret.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c21b16b1-b840-4570-b2a3-419564802266","order":138,"text":"On termination of this Agreement, or at any time on the Client's written request, the Contractor shall return to the Client or, at the Client's option, securely destroy all Confidential Information and all copies of it in its possession or control, and shall certify compliance in writing, save for one copy which the Contractor may retain to the extent required by law or by its professional obligations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4394dcd2-35b9-42c4-a1cb-525a08c3ee60","order":139,"text":"The Contractor acknowledges that damages may not be an adequate remedy for a breach of this clause and that the Client is entitled to seek injunctive relief in addition to any other remedy.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"2aaba2a1-0882-4a31-86fb-7febd98c1a1d","order":140,"text":"20. PERSONAL DATA","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S20"},{"id":"8ce03b3b-9d2f-461d-bd29-13f0c087ef35","order":141,"text":"Where the Contractor collects, holds, processes or uses personal data on behalf of the Client, it does so as a data processor acting on the Client's instructions and shall comply with the Personal Data (Privacy) Ordinance (Cap. 486) and with the data protection principles set out in that Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bc94b56e-cfcc-4fe1-9290-9ceb9d99f245","order":142,"text":"The Contractor shall take all practicable steps to protect personal data against unauthorised or accidental access, processing, erasure, loss or use, shall not keep personal data longer than is necessary for the purposes of the Services, shall not transfer personal data outside Hong Kong without the Client's prior written consent, and shall notify the Client without undue delay on becoming aware of any breach affecting personal data held on the Client's behalf.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c3c677ba-05cd-466b-9f7f-c5a89f1a220b","order":143,"text":"Where a substitute or sub-contractor engaged under the clause entitled \"Right of substitution and sub-contracting\" is to process personal data on behalf of the Client, the Contractor shall notify the Client in advance, shall impose on that person obligations equivalent to those in this clause and shall remain responsible for its acts and omissions. Nothing in this clause restricts the right of substitution conferred by this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"81a446ca-c172-48fa-9ff6-5df1c7d0e943","order":144,"text":"The Contractor shall provide the Client with reasonable assistance in responding to a data access or data correction request made under the Personal Data (Privacy) Ordinance (Cap. 486), and shall refer any such request received directly by it to the Client without undue delay.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a9274336-ae56-4baa-bf8e-1cc9c34efab5","order":145,"text":"On termination of this Agreement the Contractor shall return or securely erase all personal data processed on behalf of the Client, save to the extent that retention is required by law. Each party shall handle the personal data of the other party's representatives in accordance with the Personal Data (Privacy) Ordinance (Cap. 486) and solely for the purpose of administering this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"7607ce75-a651-4182-9192-0a6dc508a0cc","order":146,"text":"21. NON-SOLICITATION AND RESTRAINT OF TRADE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","displayConditions":[{"field":"475755f0-128c-4c04-9f25-dd78fc5bfb8c","value":"none","type":"remove","operator":"="}],"sectionNum":"S21"},{"id":"7cddb5b2-a9ff-45b3-915c-6d8178e3d049","order":147,"text":"The Contractor acknowledges that in the course of supplying the Services it will have access to the Confidential Information of the Client and to its client and personnel connections, and that the Client is entitled to protect those legitimate business interests by the restrictions set out in this clause.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"475755f0-128c-4c04-9f25-dd78fc5bfb8c","value":"none","type":"remove","operator":"="}]},{"id":"d5ea31ba-11dc-4dc3-8a3c-4707e22b3565","order":148,"text":"For a period of [Number of months] months after the end of the Term, the Contractor shall not, whether on its own account or for any other person, solicit or entice away from the Client, or endeavour to solicit or entice away, any client of the Client with whom the Contractor dealt materially in the course of supplying the Services during the twelve months before the end of the Term, nor accept instructions from any such client in respect of services competing with those supplied by the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"475755f0-128c-4c04-9f25-dd78fc5bfb8c","value":"none","type":"remove","operator":"="}]},{"id":"f9688157-3e8b-4b60-b33a-f36a27625f34","order":149,"text":"For the same period the Contractor shall not solicit or entice away from the Client, nor employ or engage, any director, officer, employee or contractor of the Client with whom the Contractor dealt materially in the course of supplying the Services during the twelve months before the end of the Term. This restriction does not prevent the engagement of a person who responds to a public advertisement not directed at the personnel of the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"475755f0-128c-4c04-9f25-dd78fc5bfb8c","value":"none","type":"remove","operator":"="}]},{"id":"cd665c5e-5fe9-4e15-94d4-3faf344c17f9","order":150,"text":"For a period of [Number of months] months after the end of the Term, the Contractor shall not carry on, nor be engaged, concerned or interested in, any business in Hong Kong which competes directly with that part of the Client's business in which the Contractor was materially involved in the course of supplying the Services during the twelve months before the end of the Term. This restriction does not prevent the Contractor from holding not more than five per cent of the issued shares of a company whose shares are listed on a recognised stock exchange.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"475755f0-128c-4c04-9f25-dd78fc5bfb8c","value":"noncompete","type":"add","operator":"="}]},{"id":"33c972c5-080b-405f-85c1-e8321c4150dd","order":151,"text":"Each restriction in this clause is a separate and severable undertaking. The parties consider the restrictions to be reasonable and to go no further than is necessary to protect the legitimate business interests of the Client. If any restriction is held to be void or unenforceable but would be valid if some part of it were deleted, or if its period or extent were reduced, it applies with such modification as is necessary to make it valid and enforceable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"475755f0-128c-4c04-9f25-dd78fc5bfb8c","value":"none","type":"remove","operator":"="}]},{"id":"f0fc60ec-2ce7-48b0-a8f7-61fe373d5f5c","order":152,"text":"Nothing in this clause prevents the Contractor from continuing to carry on its own independent business, or from supplying services to any person who is not a client of the Client. The restrictions are given in consideration of the Fee and of the access afforded to the connections of the Client, and the parties have taken them into account in setting the Fee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"475755f0-128c-4c04-9f25-dd78fc5bfb8c","value":"none","type":"remove","operator":"="}]},{"id":"16e59c00-710e-42ef-a7ab-e253def10fa6","order":153,"text":"22. WARRANTIES AND UNDERTAKINGS OF THE CONTRACTOR","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S22"},{"id":"b5ae20f7-b867-4bfb-ae71-5417c9f82a27","order":154,"text":"The Contractor warrants and undertakes to the Client that it carries on business on its own account, that it holds valid business registration certificate number [Business registration certificate number] issued under the Business Registration Ordinance (Cap. 310), and that it supplies, or holds itself out as available to supply, services of a similar kind to other clients.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5835fbce-fcf8-4503-b994-35e50353493a","order":155,"text":"The Contractor warrants that it, and every person whom it engages to supply the Services in Hong Kong, is lawfully entitled to work in Hong Kong and is not subject to any condition of stay under the Immigration Ordinance (Cap. 115) which would be breached by the supply of the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dfef8011-99b6-4892-92a9-d27bbb88fcbb","order":156,"text":"The Contractor warrants that it holds all licences, permits, registrations and professional qualifications required for the supply of the Services, that it will comply with all laws applicable to the Services, and that the performance of this Agreement will not place it in breach of any obligation owed to any other person, whether under a contract of employment, a restrictive covenant or otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9bb71419-0aaa-4a7e-8c24-f7a10bafb3b6","order":157,"text":"The Contractor warrants that the Deliverables will be free from any malicious code, disabling device or undisclosed function, and that it will not embed in any Deliverable material subject to a licence which would require the Client to disclose its own source code or to grant rights to third parties, without the Client's prior written consent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1ee9a85f-2a49-43ff-896b-d01a6bb1b000","order":158,"text":"The Contractor shall notify the Client promptly if any warranty in this clause ceases to be true, and in particular if its business registration lapses or if any licence, permit or right to work is withdrawn.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"e6cc5c6b-d9cd-4175-8f35-ec385fc69354","order":159,"text":"23. LIMITATION OF LIABILITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S23"},{"id":"762811fc-eec5-4fb6-ac1b-8f840ad12805","order":160,"text":"Nothing in this Agreement excludes or limits 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 excluded or limited. This clause takes effect subject to the Control of Exemption Clauses Ordinance (Cap. 71).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8d017266-0840-4ea6-ace2-e8f92759dcbb","order":161,"text":"Subject to the preceding paragraph, neither party is liable to the other for any loss of profit, loss of revenue, loss of business, loss of goodwill, loss of anticipated saving, loss or corruption of data, nor for any indirect or consequential loss, however arising.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4a151222-742a-412b-9127-4530a0175393","order":162,"text":"Subject to the first paragraph of this clause, the aggregate liability of the Contractor to the Client in respect of all claims arising under or in connection with this Agreement shall not exceed the greater of the total Fees paid by the Client under this Agreement in the twelve months preceding the event giving rise to the claim and HK$[Liability cap].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"40b2213c-1219-416b-87b6-e460e1f2a6cf","order":163,"text":"The limitation in the preceding paragraph does not apply to the liability of the Contractor under the clause entitled \"Indemnity against employment-related claims\", to its liability in respect of the liability of the Client as principal under the clause entitled \"Health, safety and insurance\", to any breach of the clause entitled \"Confidential information\", or to any infringement of the Intellectual Property Rights of a third party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8a5229d6-a417-46cc-a697-dc03e98cf056","order":164,"text":"Each party shall take reasonable steps to mitigate any loss it suffers. No claim may be brought under this Agreement more than two years after the party bringing it became aware, or ought reasonably to have become aware, of the facts giving rise to the claim.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"af4ea9fe-97b9-4e18-8e52-481f74602bfb","order":165,"text":"24. TERMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S24"},{"id":"f9b0f81e-a4af-4baa-b3f1-93821181f39d","order":166,"text":"Either party may terminate this Agreement at any time by giving the other not less than [Notice period] days' written notice. Such notice is not notice of termination of employment and gives rise to no entitlement to payment in lieu of notice, to severance payment or to long service payment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"083441dd-7bfe-4fa7-a23e-4f1126750ce9","order":167,"text":"Either party may terminate this Agreement with immediate effect by written notice if the other commits a material breach which is incapable of remedy, or which is capable of remedy and is not remedied within [Cure period] days of written notice requiring it to be remedied.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"94b8ebd8-6858-4f6f-9ce8-4ee318011527","order":168,"text":"The Client may terminate this Agreement with immediate effect by written notice if the Contractor becomes insolvent, enters into liquidation, has a receiver or manager appointed over any of its assets, makes any arrangement with its creditors, ceases or threatens to cease to carry on business, loses any licence, registration or right to work necessary for the supply of the Services, or is convicted of an offence involving dishonesty or which in the reasonable opinion of the Client is likely to bring the Client into disrepute.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b7e065c1-2c09-4fb3-b87d-e98adbcca6b2","order":169,"text":"The Contractor may terminate this Agreement with immediate effect by written notice if any invoice remains unpaid for thirty days after the Contractor has given written notice of the default, or if the Client becomes insolvent or enters into liquidation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d41c7381-79f5-431d-898c-dfbc30d05ff2","order":170,"text":"Termination by the Client on notice, or by reason of the insolvency of the Contractor, does not of itself entitle the Contractor to any compensation, and the obligation of the Client is limited to payment for the Services properly supplied, and for any approved expenses properly incurred, up to the date of termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"d3b4d623-f2a3-492f-a919-5a6e5ff4608c","order":171,"text":"25. CONSEQUENCES OF TERMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S25"},{"id":"9c786637-8e05-4ec7-8c7f-04fac10c48b3","order":172,"text":"On termination the Client shall pay the Contractor, against invoice, for all Services properly supplied and, where applicable, for all approved expenses properly incurred up to the date of termination. Where the Fee takes the form of a monthly retainer and termination takes effect part way through a month, the retainer is apportioned on a daily basis. The Contractor is not entitled to any further payment, compensation, damages or terminal payment of any kind by reason of the termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"59af2b31-3b1d-4c5e-9f92-9651f228f68b","order":173,"text":"On termination the Contractor shall promptly deliver to the Client all Deliverables whether completed or in progress, all Client Materials, all Confidential Information, all personal data processed on the Client's behalf and all property of the Client in its possession or control, and shall provide reasonable assistance, at the Client's cost, in the orderly transfer of the work to the Client or to another supplier.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c534ff0f-e887-4b51-9b7d-4835434da515","order":174,"text":"Termination does not affect any right or liability which has accrued before termination. The clauses relating to intellectual property rights, portfolio and publicity, confidential information, personal data, taxation and mandatory provident fund, the employment-related indemnity, the general indemnity, health, safety and insurance, limitation of liability, notices, general provisions and governing law and dispute resolution survive termination, together with any restriction expressed to apply after the end of the Term.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"b8e973c3-3b9a-4635-85ac-9a592a75f4bb","order":175,"text":"26. ANTI-BRIBERY, SANCTIONS AND COMPLIANCE WITH LAW","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S26"},{"id":"b206cd89-c9ee-48d3-b3c8-daa88c89b6c2","order":176,"text":"Each party shall comply with the Prevention of Bribery Ordinance (Cap. 201) and with all other applicable laws relating to bribery, corruption, money laundering, terrorist financing and sanctions.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d7004349-93d6-4001-9af1-8bd928811942","order":177,"text":"The Contractor shall not offer, give, solicit or accept any advantage within the meaning of the Prevention of Bribery Ordinance (Cap. 201) in connection with this Agreement or with the business of the Client, and shall procure that every person whom it engages complies with the same obligation. A breach of this clause is a material breach incapable of remedy.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8ae842b1-791d-4529-b8cd-7c4f2c66410e","order":178,"text":"Each party warrants that neither it nor any person controlling it is the target of any sanction administered by the United Nations, by the Government of Hong Kong or by any other competent authority whose measures apply to it, and shall notify the other immediately if that ceases to be the case.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"ad944a35-0f6a-49d3-9d5a-f5690d55d693","order":179,"text":"27. FORCE MAJEURE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S27"},{"id":"8936fd74-29c4-48cc-8f1c-d37a3e83aa97","order":180,"text":"Neither party is liable for any failure or delay in performing its obligations, other than an obligation to pay money, to the extent that the failure or delay is caused by an event beyond its reasonable control, including act of God, the hoisting of tropical cyclone warning signal number 8 or above, a black rainstorm warning, fire, flood, epidemic, public health emergency, war, civil commotion, act of terrorism, act of government, and failure of public utilities or of public telecommunications networks.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f77a4333-54ed-4080-906e-38fa0c326a42","order":181,"text":"The affected party shall notify the other as soon as reasonably practicable, shall use reasonable endeavours to mitigate the effect of the event and shall resume performance as soon as the event ceases. If the event continues for more than thirty consecutive days, either party may terminate this Agreement with immediate effect by written notice, without liability other than in respect of accrued rights.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"2ae77447-3735-4768-ad74-a4f9a40822f7","order":182,"text":"28. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S28"},{"id":"52604230-d334-48d6-abcc-c3ad12384b53","order":183,"text":"Any notice under this Agreement shall be in writing in the English language and shall be delivered by hand, sent by prepaid local courier or by registered post, or sent by electronic mail, to the address of the recipient stated at the beginning of this Agreement or to the electronic mail address stated below, or to such other address as the recipient may notify in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"755d46a4-06b8-4241-9778-0e9fb5a64fb6","order":184,"text":"The electronic mail address of the Client is [Client email address] and that of the Contractor is [Contractor email address].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"140235e5-c4a0-46c0-8f46-9e6969f98031","order":185,"text":"A notice delivered by hand takes effect on delivery. A notice sent by courier or by registered post takes effect on the second Business Day after posting. A notice sent by electronic mail takes effect at the time of transmission, save that if transmission occurs after 5.00 p.m. (Hong Kong time) on a Business Day, or on a day which is not a Business Day, it takes effect at 9.00 a.m. (Hong Kong time) on the next Business Day. A notice of termination or of material breach shall in addition be delivered by hand or sent by registered post.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cd41ea40-3d45-4a1a-a5c9-1b0bbbd0500b","order":186,"text":"This clause does not apply to the service of any document in legal proceedings or in arbitration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"c1dc48c6-942b-44d6-86a8-9ca5f89393cc","order":187,"text":"29. GENERAL PROVISIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S29"},{"id":"a3e2a3b5-17fd-4929-ab5d-f16d22603cd4","order":188,"text":"This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, arrangements, understandings and representations, whether written or oral. Each party acknowledges that it has not relied on any statement or representation not set out in this Agreement, but nothing in this paragraph limits liability for fraudulent misrepresentation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bd81f6b4-97fc-4e8d-b053-76ccb0d99a6b","order":189,"text":"No variation of this Agreement is effective unless made in writing and signed by or on behalf of each party. No failure or delay in exercising a right is a waiver of it, and no single or partial exercise prevents any further exercise of that or any other right. The rights and remedies provided by this Agreement are cumulative and do not exclude any right or remedy provided by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b64e58d8-8ef0-4bb3-9683-a8b52d938d0d","order":190,"text":"If any provision of this Agreement is held to be invalid or unenforceable, it shall be severed and the remaining provisions shall continue in full force. The parties shall negotiate in good faith to replace the severed provision with a valid provision achieving as nearly as possible the same commercial result.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"12c6e85c-886f-4b0b-9898-67ebd00b392d","order":191,"text":"The Contractor may not assign, charge or otherwise deal with this Agreement without the prior written consent of the Client, save that the right of substitution and sub-contracting set out above is unaffected. The Client may assign or novate this Agreement to any person acquiring the whole or substantially the whole of the business to which the Services relate and, where the Client is a company, to any company within its group, in each case on written notice to the Contractor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"92bb35f8-0205-4c90-81f2-f838d9c9b5e9","order":192,"text":"Each party shall, at its own cost, execute such further documents and do such further things as the other may reasonably require to give full effect to this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"20680cb4-d91d-4e46-8809-23dd2086e383","order":193,"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.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7f04531c-1d11-4216-a9d9-2468354fa504","order":194,"text":"This Agreement is made in the English language and, if it is translated into any other language, the English text prevails. It may be executed in counterparts, each of which is an original and all of which together constitute one instrument; signatures transmitted electronically, and electronic signatures within the meaning of the Electronic Transactions Ordinance (Cap. 553), are as effective as original signatures. Each party bears its own costs of the negotiation and execution of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"788278c9-4605-415d-bdc0-480d084904a2","order":195,"text":"30. GOVERNING LAW AND DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"18","sectionNum":"S30"},{"id":"1b0eb8ab-a47d-4ee2-8af8-8e45fe675532","order":196,"text":"This Agreement, and any non-contractual obligation arising out of or in connection with it, is governed by the laws of Hong Kong.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"026bf7ee-c480-45ed-9f59-487b6fbf1555","order":197,"text":"The parties shall first attempt in good faith to resolve any dispute by negotiation between senior representatives within fourteen days of written notice of the dispute, and thereafter by mediation conducted in Hong Kong in accordance with the Mediation Ordinance (Cap. 620).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"793a64e6-872e-4291-9f9b-c4f86f9b83af","order":198,"text":"If the dispute is not resolved within forty-five days of the written notice of the dispute, whether or not a mediator has been appointed, the parties submit to the exclusive jurisdiction of the courts of Hong Kong in respect of any dispute arising out of or in connection with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d40f74bf-d23f-4b74-b59d-56a347812d12","value":"courts","type":"add","operator":"="}]},{"id":"5f21a70c-0037-4395-8748-e609e9e8cc60","order":199,"text":"If the dispute is not resolved within forty-five days of the written notice of the dispute, whether or not a mediator has been appointed, it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. The seat of the arbitration is Hong Kong, the tribunal consists of one arbitrator and the language of the arbitration is English. The Arbitration Ordinance (Cap. 609) applies and the award is final and binding on the parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d40f74bf-d23f-4b74-b59d-56a347812d12","value":"hkiac","type":"add","operator":"="}]},{"id":"02947ab9-bc02-4fd7-bccd-cd6666c04f79","order":200,"text":"Nothing in this clause prevents either party from applying to any court of competent jurisdiction for injunctive or other interim relief, or from commencing proceedings where necessary to preserve a right or to avoid the expiry of a limitation period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"30a71b55-3e10-4cf8-8965-72bcc58d3940","order":201,"text":"Each party shall continue to perform its obligations under this Agreement while a dispute is being resolved, except to the extent that the dispute concerns the obligation in question.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"cc76d19a-54a0-4586-87f1-616de8aadcd3","order":202,"text":"IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"51a1fe43-0ec4-42c9-8762-f351f0f37cac","order":203,"text":"SIGNED for and on behalf of [Client company name] by [Name of the Client signatory], [Client signatory position], duly authorised:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"18","cflou":false,"active":true,"displayConditions":[{"field":"3e766214-0956-462b-9c4e-1ac6acf08bf7","value":"individual","type":"remove","operator":"="}]},{"id":"e8e920a7-adf6-4a25-b11e-a56315f6511e","order":204,"text":"SIGNED by [Client full name], the Client:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"18","cflou":false,"active":true,"displayConditions":[{"field":"3e766214-0956-462b-9c4e-1ac6acf08bf7","value":"company","type":"remove","operator":"="}]},{"id":"029df7cc-f9f6-4ee3-8774-cad3333badea","order":205,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e7454865-befc-45d8-a40d-688261016d96","order":206,"text":"In the presence of (witness) — name: ______________________ — signature: ______________________","fontSize":"12","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"6d609d62-0ae7-45c2-8af9-61bbe30f9746","order":207,"text":"SIGNED for and on behalf of [Contractor company name] by [Name of the Contractor signatory], [Contractor signatory position], duly authorised:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"18","cflou":false,"active":true,"displayConditions":[{"field":"2bc3f75c-2097-4964-bcfd-58bef7e1f7cc","value":"individual","type":"remove","operator":"="}]},{"id":"05c48131-9b63-45e6-ad6e-6f2f47645d45","order":208,"text":"SIGNED by [Contractor full name], the Contractor:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"18","cflou":false,"active":true,"displayConditions":[{"field":"2bc3f75c-2097-4964-bcfd-58bef7e1f7cc","value":"company","type":"remove","operator":"="}]},{"id":"780bc50b-755d-4e00-925a-5d6d69ed3391","order":209,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"7122ffad-1a59-4082-8512-52d653c34b42","order":210,"text":"In the presence of (witness) — name: ______________________ — signature: ______________________","fontSize":"12","textAlign":"left","bold":false,"underline":false,"marginBottom":"0","cflou":false,"active":true}]