¶¶Òõ¶ÌÊÓƵ

The Frame Contract is a sophisticated commercial agreement used when parties anticipate an ongoing business relationship involving multiple transactions over time. This document type is particularly valuable in Hong Kong's dynamic business environment, where it provides a stable legal framework while maintaining commercial flexibility. The Frame Contract establishes the foundational terms and conditions that will govern all future transactions, including ordering procedures, general obligations, risk allocation, and dispute resolution mechanisms. It is especially useful for businesses engaged in regular supply arrangements, service provisions, or distribution relationships, as it eliminates the need to negotiate full terms for each transaction while ensuring compliance with Hong Kong law and commercial practices. The document typically includes both mandatory provisions required under Hong Kong law and commercial terms customized to the specific business relationship.

1. Parties: Identification of the contracting parties with full legal names and registered addresses

2. Background: Context of the agreement and brief description of the parties' intention to establish a framework for future transactions

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Framework Structure: Explanation of how the framework operates, including process for placing orders and forming individual contracts

5. Term and Termination: Duration of the framework agreement and circumstances under which it can be terminated

6. Ordering Process: Detailed procedure for placing and accepting orders under the framework

7. Prices and Payment: General pricing principles, payment terms, and mechanism for price adjustments

8. Performance Standards: General quality standards and service levels applicable to all transactions

9. Warranties and Representations: Standard warranties applicable to all transactions under the framework

10. Liability and Indemnities: Allocation of risks and responsibilities between parties

11. Intellectual Property Rights: Ownership and usage rights of intellectual property

12. Confidentiality: Protection of confidential information exchanged under the framework

13. Force Majeure: Provisions dealing with events beyond parties' reasonable control

14. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement