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Composite Agreement
"I need a Composite Agreement under New Zealand law to govern a technology implementation and ongoing managed services arrangement between our manufacturing company and multiple service providers, with the agreement to commence in March 2025."
1. Parties: Identification and details of all parties to the agreement
2. Background: Context, relationship between parties, and purpose of the agreement
3. Definitions and Interpretation: Defined terms, interpretation rules, and hierarchy of documents
4. Term and Commencement: Duration of the agreement and conditions for commencement
5. Structure and Components: Overview of different components and their interaction
6. Core Obligations: Primary obligations and responsibilities of each party
7. Financial Provisions: Payment terms, pricing, and financial arrangements
8. Performance Standards: Required standards and quality metrics for deliverables
9. Risk Allocation: Distribution of risks, insurance requirements, and indemnities
10. Governance: Management structure, decision-making processes, and reporting requirements
11. Intellectual Property: Ownership and usage rights of IP created or used under the agreement
12. Confidentiality: Protection and handling of confidential information
13. Default and Termination: Events of default, termination rights, and consequences
14. Dispute Resolution: Process for resolving disputes between parties
15. General Provisions: Standard boilerplate clauses including notices, amendment process, and governing law
1. Change Management: Include when the agreement involves services or deliverables likely to require changes over time
2. Data Protection: Required when personal data processing is involved
3. Business Continuity: Include for critical services or long-term arrangements
4. Step-in Rights: Include when one party may need to take over operations in specific circumstances
5. Environmental Compliance: Include when activities have environmental impacts
6. Anti-corruption: Include for international arrangements or high-value contracts
7. Parent Company Guarantee: Include when requiring additional financial security
8. Technology Standards: Include when IT systems or technology services are involved
9. Employment and Personnel: Include when staff transfers or specific personnel requirements exist
1. Services Description: Detailed description of services or deliverables
2. Pricing and Payment: Detailed pricing structures, rates, and payment mechanisms
3. Service Levels: Performance metrics, measurement methods, and consequences
4. Governance Procedures: Detailed procedures for management and reporting
5. Technical Specifications: Technical requirements and standards
6. Form of Reports: Templates and requirements for required reports
7. Key Personnel: Details of key staff and their roles
8. Security Requirements: Detailed security protocols and requirements
9. Insurance Requirements: Specific insurance types and coverage levels
10. Transition Plan: Process for implementation or handover
11. Exit Plan: Procedures for contract conclusion and transition out
Authors
Applicable Law
Background IP
Business Day
Change Request
Commencement Date
Component Services
Confidential Information
Contract Year
Core Services
Default Event
Deliverables
Dispute
Effective Date
Emergency
Exit Plan
Force Majeure Event
Governance Framework
GST
Implementation Plan
Initial Term
Integration Requirements
Intellectual Property Rights
Key Personnel
Material Breach
Milestone
Notice
Optional Services
Parent Company
Performance Standards
Project Plan
Related Agreements
Renewal Term
Representatives
Required Insurances
Service Credits
Service Levels
Service Provider Personnel
Site
Special Conditions
Specifications
Subcontractor
Term
Termination Date
Third Party Materials
Transition Period
Variation
Working Hours
Definitions
Term and Duration
Service Provision
Performance Standards
Payment and Pricing
Invoicing
Service Levels
Change Management
Integration Requirements
Governance
Reporting
Audit Rights
Quality Assurance
Personnel
Subcontracting
Intellectual Property
Data Protection
Confidentiality
Privacy
Security Requirements
Business Continuity
Force Majeure
Risk Allocation
Liability
Indemnification
Insurance
Warranties
Representatives
Communications
Dispute Resolution
Termination
Exit Management
Assignment
Competition
Health and Safety
Environmental Compliance
Regulatory Compliance
Anti-corruption
Record Keeping
Notices
Variation
Waiver
Severability
Entire Agreement
Governing Law
Counterparts
Information Technology
Infrastructure
Professional Services
Manufacturing
Healthcare
Education
Financial Services
Telecommunications
Energy
Construction
Retail
Legal
Procurement
Commercial
Operations
Finance
Risk and Compliance
Strategy
Business Development
Project Management Office
Corporate Affairs
Chief Executive Officer
Chief Legal Officer
General Counsel
Commercial Director
Procurement Manager
Contract Manager
Project Director
Legal Counsel
Risk Manager
Operations Director
Chief Financial Officer
Compliance Officer
Business Development Manager
Strategy Director
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