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Exclusive Contractor Agreement for Hong Kong

Exclusive Contractor Agreement Template for Hong Kong

A comprehensive legal agreement governed by Hong Kong law that establishes an exclusive independent contractor relationship between a company and a service provider. This document defines the terms of engagement, including scope of services, payment terms, exclusivity provisions, and intellectual property rights, while ensuring compliance with Hong Kong's legal framework regarding independent contractors. The agreement includes specific provisions to distinguish the contractor relationship from employment and incorporates necessary safeguards for both parties while maintaining the exclusive nature of the engagement.

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What is a Exclusive Contractor Agreement?

The Exclusive Contractor Agreement is designed for situations where a company in Hong Kong requires dedicated services from an independent contractor who will work exclusively with them. This document is essential when organizations need to secure the full-time commitment of a skilled professional while maintaining a contractor relationship rather than employment. The agreement, governed by Hong Kong law, includes comprehensive provisions covering service scope, exclusivity terms, intellectual property rights, confidentiality, and payment structures. It's particularly valuable for long-term projects requiring dedicated attention and when companies need to ensure their contractors won't work with competitors during the engagement period. The document carefully balances the need for exclusive service with the maintenance of genuine independent contractor status under Hong Kong law.

What sections should be included in a Exclusive Contractor Agreement?

1. Parties: Identifies and defines the contracting parties - the company and the contractor

2. Background: Sets out the context of the agreement and the parties' intentions

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Scope: Establishes the contractor's appointment and defines the scope of services

5. Term and Termination: Specifies the duration of the agreement and termination provisions

6. Exclusivity: Details the exclusive nature of the relationship and any restrictions

7. Fees and Payment: Outlines compensation, payment terms, and expenses

8. Contractor's Obligations: Lists the contractor's duties, responsibilities, and performance standards

9. Company's Obligations: Specifies the company's responsibilities and commitments

10. Independent Contractor Status: Clearly establishes the independent nature of the relationship

11. Intellectual Property: Addresses ownership and rights to work product and existing IP

12. Confidentiality: Protects confidential information and trade secrets

13. Data Protection: Ensures compliance with privacy laws and data handling requirements

14. Insurance and Liability: Specifies insurance requirements and liability limitations

15. General Provisions: Contains standard boilerplate clauses including governing law, notices, and amendment procedures

What sections are optional to include in a Exclusive Contractor Agreement?

1. Equipment and Resources: Include when the contractor needs specific equipment or resources to perform services

2. Subcontracting: Include if the contractor may need to subcontract any services

3. Non-Solicitation: Include to prevent the contractor from soliciting company employees or clients

4. Training and Support: Include when the company needs to provide specific training or support

5. Performance Metrics: Include when specific performance standards or KPIs need to be met

6. Compliance with Policies: Include when contractor must comply with specific company policies

7. Force Majeure: Include when needed to address unforeseen circumstances preventing performance

8. Anti-Corruption: Include for contractors dealing with government entities or in sensitive positions

What schedules should be included in a Exclusive Contractor Agreement?

1. Schedule 1 - Services Description: Detailed description of services to be provided

2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, payment structure, and expenses

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

4. Schedule 4 - Company Policies: Relevant company policies the contractor must follow

5. Schedule 5 - Approved Subcontractors: List of pre-approved subcontractors if applicable

6. Appendix A - Required Insurance: Specific insurance requirements and coverage levels

7. Appendix B - Equipment List: List of company-provided or contractor-required equipment

8. Appendix C - Compliance Requirements: Specific regulatory or compliance requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Hong Kong

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions










































Clauses






































Relevant Industries

Technology

Professional Services

Consulting

Financial Services

Creative Industries

Media and Entertainment

Healthcare

Education

Real Estate

Engineering

Construction

Manufacturing

Research and Development

Relevant Teams

Legal

Human Resources

Procurement

Operations

Finance

Compliance

Administration

Project Management Office

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Head of Human Resources

Procurement Manager

Project Manager

Legal Counsel

HR Manager

Operations Director

Department Head

Hiring Manager

Contract Administrator

Business Unit Director

Consultant

Independent Professional

Freelance Specialist

Contract Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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