Independent Contractor Subcontractor Agreement Template for New Zealand

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Key Requirements PROMPT example:

Independent Contractor Subcontractor Agreement

"I need an Independent Contractor Subcontractor Agreement for our IT consulting firm to engage software developers in New Zealand, with strong IP protection clauses and the ability to work remotely, starting from March 2025."

Document background
The Independent Contractor Subcontractor Agreement is essential for businesses operating in New Zealand that engage external contractors through a main contractor arrangement. This document is particularly relevant when a primary contractor needs to formally subcontract specific work or services to another party while maintaining their independent contractor status. The agreement ensures compliance with New Zealand legislation, including tax laws, health and safety requirements, and commercial regulations. It is designed to clearly distinguish the contractor relationship from employment, specify deliverables and payment terms, address liability and insurance requirements, and protect intellectual property and confidential information. This type of agreement is commonly used in projects requiring specialized skills, scalable workforce solutions, or specific expertise not available internally.
Suggested Sections

1. Parties: Identifies the main contractor and the subcontractor, including full legal names, company details, and registered addresses

2. Background: Explains the context of the agreement, including the main contractor's business, the need for subcontracted services, and any relevant primary contracts

3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty

4. Appointment and Scope of Services: Details the engagement of the subcontractor and specifies the services to be provided

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

6. Payment Terms: Outlines fees, payment schedule, expenses, invoicing requirements, and GST considerations

7. Subcontractor Obligations: Lists key responsibilities, performance standards, and compliance requirements

8. Independent Contractor Status: Clearly establishes the nature of the relationship as independent contracting, not employment

9. Health and Safety: Addresses obligations under the Health and Safety at Work Act 2015

10. Insurance and Liability: Specifies required insurance coverage and allocation of risks

11. Confidentiality: Protects confidential information and trade secrets

12. Intellectual Property: Addresses ownership and usage rights of IP created during the engagement

13. Dispute Resolution: Establishes process for resolving disagreements

14. General Provisions: Includes standard legal clauses such as governing law, notices, and assignment

Optional Sections

1. Non-Compete: Restricts subcontractor from competing directly - include when protecting client relationships or market position is crucial

2. Performance Metrics: Establishes specific KPIs and measurement criteria - include for performance-based contracts

3. Equipment and Resources: Specifies who provides tools and resources - include when significant equipment or resources are needed

4. Training Requirements: Outlines mandatory training or certifications - include for specialized or regulated industries

5. Client Interaction Protocol: Guidelines for dealing with end clients - include when subcontractor will have direct client contact

6. Data Protection: Detailed data handling requirements - include when personal or sensitive data processing is involved

7. Subcontracting: Rules for further subcontracting - include when there's potential for additional delegation of work

8. Force Majeure: Provisions for unforeseen circumstances - include for long-term or high-value contracts

Suggested Schedules

1. Schedule 1: Services Description: Detailed specification of services, deliverables, and performance standards

2. Schedule 2: Fee Schedule: Comprehensive breakdown of fees, rates, and payment terms

3. Schedule 3: Key Personnel: Lists approved individuals who will perform the services

4. Schedule 4: Service Levels: Specific performance metrics and service level requirements

5. Schedule 5: Insurance Requirements: Detailed insurance types and coverage levels required

6. Appendix A: Health and Safety Procedures: Specific health and safety requirements and procedures

7. Appendix B: Confidentiality Agreement: Detailed confidentiality terms and requirements

8. Appendix C: Required Forms and Templates: Standard forms for reporting, invoicing, and other administrative requirements

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 Industries

Construction

Information Technology

Professional Services

Engineering

Creative Industries

Management Consulting

Healthcare

Education

Manufacturing

Mining and Resources

Agriculture

Transportation and Logistics

Relevant Teams

Legal

Procurement

Operations

Human Resources

Finance

Compliance

Risk Management

Project Management Office

Commercial Operations

Supply Chain

Relevant Roles

Project Manager

Procurement Manager

Legal Counsel

Operations Director

HR Manager

Commercial Manager

Contract Administrator

Risk Manager

Department Head

Business Unit Manager

Chief Operating Officer

Compliance Officer

Finance Manager

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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