A services contract that crosses a border carries more assumptions than one that does not. The differences that cause trouble later are rarely the price. They are the points that seemed obvious to each side and were therefore never written down. These are the nine we settle before signature.
1. What "the services" means, in countable terms
Define deliverables as things that can be counted, delivered and accepted — a report, a system configuration, a set of filings, a closing checklist. If the deliverable is "advisory support", say how many days of it, over what period, and in what form. Ambiguity here is the single most common source of disputes we see.
2. Who decides, and how changes are made
Name the individuals who can approve work on each side, and set out what happens when scope grows: who prices the change, in what form, and by when. A change-control clause that nobody uses is no better than none, so give it a simple mechanism — a written change note signed by both approvers.
3. Governing law and dispute forum
Choose both, and make them consistent. A contract governed by Hong Kong law with disputes referred to a foreign court creates its own problems of enforcement. For most Hong Kong-centred engagements, Hong Kong law with the Hong Kong courts, or Hong Kong-seated arbitration, is the practical default. If the counterparty insists on its own forum, consider whether your exposure justifies it.
4. Currency, tax and what the fee actually includes
State the currency, the payment schedule and whether the fee is inclusive or exclusive of taxes, duties and reimbursable expenses. Cross-border engagements often involve withholding tax: say which party bears it, because the answer is not automatic across jurisdictions.
5. Intellectual property: who owns what
There is a real difference between owning deliverables and having a licence to use them, and between owning the output and owning the tools, templates and know-how used to produce it. Say which applies. Our position in our own engagements is that the client receives the deliverables with a broad licence to use them, while our pre-existing methods and templates stay ours — but the important thing is that your contract says what you intend.
6. Personal data and confidentiality
Confidentiality alone is not enough if personal data is involved. Where the engagement means one party will handle personal data for the other, the contract needs the data-processing obligations to be allocated expressly, including security, sub-processors, breach notification and what happens to the data at the end. If personal data will be accessed or stored outside Hong Kong, identify that too, since the parties' obligations under the Personal Data (Privacy) Ordinance (Cap. 486) follow the data.
7. Liability: what is capped, and what cannot be
Set an aggregate cap, decide which categories are excluded (indirect loss, loss of profit, loss of data) and be explicit about anything the cap does not cover. Note that Hong Kong law limits what can be excluded — the Control of Exemption Clauses Ordinance (Cap. 71) restricts the exclusion of liability for negligence causing death or personal injury, among other things — so a clause that tries to exclude everything may not achieve what it says.
8. Termination and exit
State the notice periods, the consequences of termination for cause and for convenience, and what the client receives and pays for if the engagement ends mid-stream. Include the practical items: handover, return or deletion of data and materials, and survival of confidentiality and payment obligations.
9. Records, and whether any stamp duty applies
Agree what records are kept, for how long, and who may audit them. Separately, check whether the instrument you are signing falls into a class that attracts Hong Kong stamp duty — most services agreements do not, but agreements that transfer Hong Kong stock or create a lease can. It is a cheap question to ask before signing and an expensive one afterwards.
Where this leaves you
None of the nine points is exotic. What matters is that each one is decided deliberately rather than left to be inferred from a template. A contract that answers these nine questions in plain language will usually serve better than a longer one that answers none of them clearly.