Exclusive Independent Contractor Agreement Template for New Zealand

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Key Requirements PROMPT example:

Exclusive Independent Contractor Agreement

"I need an Exclusive Independent Contractor Agreement for a software development consultant who will work exclusively for our New Zealand tech company from March 2025, with specific provisions for code ownership and strict confidentiality requirements."

Document background
The Exclusive Independent Contractor Agreement is designed for situations where organizations in New Zealand require dedicated contractor services while maintaining a clear independent contractor relationship rather than employment. This document is particularly useful when a company needs to secure the full-time commitment of a contractor while ensuring compliance with New Zealand law, including the Contract and Commercial Law Act 2017 and relevant employment legislation. The agreement includes comprehensive provisions for exclusive service arrangements, intellectual property rights, confidentiality, and performance expectations, while carefully maintaining the contractor's independence. It's specifically structured to avoid creating an employment relationship while providing the security of exclusive service provision, making it ideal for long-term contractor engagements where dedicated focus is essential.
Suggested Sections

1. Parties: Identification of the contracting parties, including full legal names, addresses, and company details if applicable

2. Background: Context of the agreement, relationship between parties, and purpose of the contractor engagement

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules for interpretation

4. Engagement and Scope: Terms of engagement, confirmation of contractor status, and detailed scope of services

5. Exclusivity Provisions: Terms of exclusive arrangement, territorial limits, and any exceptions to exclusivity

6. Term and Termination: Duration of agreement, renewal terms, and circumstances for termination

7. Contractor's Obligations: Key responsibilities, performance standards, and compliance requirements

8. Principal's Obligations: Company's responsibilities, including provision of necessary information and resources

9. Fees and Payment: Compensation structure, payment terms, expenses, and GST provisions

10. Independence and Status: Clear statements establishing independent contractor status and relationship boundaries

11. Intellectual Property: Ownership and rights regarding created IP, existing IP, and licenses

12. Confidentiality: Protection of confidential information and trade secrets

13. Insurance and Liability: Required insurance coverage and limitation of liability provisions

14. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution

Optional Sections

1. Equipment and Resources: Details of equipment provision and maintenance - include when contractor uses significant company resources

2. Performance Metrics: Specific KPIs and performance measurement criteria - include for performance-based arrangements

3. Subcontracting: Terms for engaging subcontractors - include if subcontracting might be necessary

4. Non-Solicitation: Restrictions on soliciting clients or employees - include for client-facing roles

5. Health and Safety: Detailed health and safety obligations - include for high-risk services or on-site work

6. Data Protection: Specific data handling requirements - include when dealing with sensitive data

7. Training Requirements: Mandatory training or certification requirements - include for specialized services

8. Change Control: Process for changing scope or terms - include for complex or long-term engagements

Suggested Schedules

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

2. Schedule 2: Fee Schedule: Detailed breakdown of fees, rates, and payment structures

3. Schedule 3: Performance Criteria: Specific performance standards and measurement methods

4. Schedule 4: Approved Subcontractors: List of pre-approved subcontractors if applicable

5. Schedule 5: Key Personnel: Details of key individuals involved in service delivery

6. Appendix A: Insurance Requirements: Specific insurance types and coverage levels required

7. Appendix B: Compliance Requirements: Relevant regulatory and compliance obligations

8. Appendix C: Equipment List: Detailed list of any provided equipment or resources

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Technology and Software Development

Professional Services

Construction and Engineering

Creative and Design

Management Consulting

Healthcare Services

Education and Training

Financial Services

Marketing and Communications

Research and Development

Relevant Teams

Legal

Human Resources

Procurement

Finance

Operations

Project Management Office

Information Technology

Research & Development

Professional Services

Talent Acquisition

Relevant Roles

Independent Consultant

Software Developer

Project Manager

Business Analyst

Creative Director

Marketing Specialist

Technical Architect

Management Consultant

Training Specialist

Research Consultant

Professional Services Provider

Engineering Contractor

Design Consultant

Healthcare Practitioner

Financial Advisor

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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