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The Exclusive Management Agreement is a specialized contract used when a company wishes to delegate management of its operations or specific business functions to a professional management company on an exclusive basis. This document is particularly relevant in Hong Kong's business environment where management outsourcing is common across various industries. It provides a comprehensive framework for the management relationship, including scope of services, exclusivity terms, performance metrics, and compliance with Hong Kong regulatory requirements. The agreement is essential for protecting both parties' interests, ensuring clear accountability, and establishing specific parameters for the management services while maintaining compliance with Hong Kong's legal framework, including competition law, data privacy, and contract law requirements.

1. Parties: Identifies and defines the management company and the client company, including their registered addresses and company details

2. Background: Sets out the context of the agreement, including the client's business, the manager's expertise, and the intention to enter into an exclusive management arrangement

3. Definitions: Defines key terms used throughout the agreement, including 'Services', 'Territory', 'Term', 'Fees', and other important concepts

4. Appointment and Scope: Details the exclusive appointment of the manager and outlines the scope of management services to be provided

5. Term and Termination: Specifies the duration of the agreement, renewal provisions, and circumstances under which either party may terminate

6. Manager's Rights and Obligations: Comprehensive list of the manager's responsibilities, authority levels, and service standards

7. Client's Rights and Obligations: Details the client's responsibilities, including cooperation requirements and information provision

8. Exclusivity Provisions: Specifies the exact nature of the exclusivity, territorial restrictions, and any exceptions

9. Fees and Payment Terms: Details all fees, payment schedules, expenses, and payment mechanisms

10. Intellectual Property Rights: Addresses ownership and usage rights of IP created during the management relationship

11. Confidentiality: Defines confidential information and obligations regarding its protection

12. Data Protection: Addresses handling of personal data and compliance with privacy laws

13. Liability and Indemnification: Sets out liability limitations and mutual indemnification provisions

14. Force Majeure: Addresses circumstances beyond parties' control affecting performance

15. General Provisions: Standard boilerplate clauses including notices, entire agreement, governing law, etc.