This Contract With No Termination Clause is specifically designed for situations where parties intend to establish a permanent or indefinite business relationship under Hong Kong law. It is particularly valuable for ongoing service arrangements, supply relationships, or strategic partnerships where the parties prefer not to include specific termination provisions. The document addresses the complexities of permanent contractual relationships while incorporating Hong Kong's common law principles and local business practices. It includes comprehensive provisions for managing the ongoing relationship, handling disputes, and maintaining performance standards. This type of contract is commonly used in situations requiring stable, long-term business relationships, such as essential service provisions, strategic partnerships, or critical supplier arrangements. The absence of a termination clause necessitates careful consideration of performance metrics, change management procedures, and dispute resolution mechanisms.
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1. Parties: Identification and details of all contracting parties
2. Background: Context of the agreement and relationship between the parties
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Scope of Services/Goods: Detailed description of services or goods to be provided
5. Payment Terms: Payment amounts, schedules, and methods
6. Rights and Obligations: Specific rights and obligations of each party
7. Performance Standards: Expected quality and standards of performance
8. Representations and Warranties: Statements of fact and promises made by each party
9. Confidentiality: Protection and handling of confidential information
10. Force Majeure: Provisions for unforeseen circumstances preventing performance
11. Dispute Resolution: Process for resolving disputes between parties
12. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction
1. Intellectual Property: Rights and obligations regarding IP - include if IP is created or used
2. Insurance: Insurance requirements - include for high-risk or high-value contracts
3. Compliance with Laws: Specific regulatory compliance requirements - include for regulated industries
4. Assignment and Subcontracting: Rights to transfer obligations - include for complex service arrangements
5. Notices: Formal communication procedures - include for complex or long-term contracts
6. Data Protection: Data handling and privacy obligations - include if personal data is processed
7. Change Control: Process for making changes to scope/services - include for flexible arrangements
1. Schedule 1 - Service Specifications: Detailed technical specifications of services or goods
2. Schedule 2 - Pricing and Payment Details: Detailed breakdown of pricing, payment schedules, and calculations
3. Schedule 3 - Service Levels: Specific performance metrics and standards
4. Schedule 4 - Key Personnel: Details of key staff members involved in service delivery
5. Appendix A - Form of Reports: Templates for required reporting
6. Appendix B - Contact Details: Contact information for key representatives of each party
Relevant legal definitions
Clauses
Relevant Industries
Professional Services
Information Technology
Manufacturing
Distribution
Consulting
Financial Services
Real Estate
Healthcare
Education
Retail
Logistics
Telecommunications
Relevant Teams
Legal
Procurement
Commercial
Operations
Finance
Compliance
Risk Management
Business Development
Supply Chain
Contract Administration
Relevant Roles
Legal Counsel
Contract Manager
Commercial Director
Procurement Manager
Business Development Manager
Operations Director
Chief Financial Officer
Relationship Manager
Compliance Officer
Risk Manager
General Manager
Chief Executive Officer
Supply Chain Manager
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