Master Supplier Agreement Template for New Zealand

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Key Requirements PROMPT example:

Master Supplier Agreement

"I need a Master Supplier Agreement governed by New Zealand law for my technology company that will be supplying software development services and SaaS products to enterprise customers, with specific focus on data protection and intellectual property provisions."

Document background
This Master Supplier Agreement is designed for use in New Zealand commercial contexts where parties intend to establish a long-term supply relationship. It provides a governing framework for repeated transactions, eliminating the need to negotiate individual contracts for each supply arrangement. The agreement incorporates key requirements under New Zealand law, including provisions addressing fair trading, consumer protection (where applicable), and commercial law requirements. It is particularly suitable for businesses requiring regular supply of goods or services, where standardized terms, clear ordering processes, and defined service levels are essential. The agreement includes comprehensive provisions for risk management, performance monitoring, and dispute resolution, while maintaining flexibility through schedules that can be updated to reflect changing business needs.
Suggested Sections

1. Parties: Identifies the contracting parties with their full legal names and addresses

2. Background: Sets out the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Scope: Establishes the supplier's appointment and the general scope of services/goods to be provided

5. Term: Specifies the duration of the agreement, including any renewal options

6. Supply Obligations: Details the supplier's core obligations, service levels, and quality standards

7. Ordering Process: Describes how orders will be placed, accepted, and fulfilled

8. Pricing and Payment: Specifies pricing mechanisms, payment terms, and invoicing requirements

9. Performance Monitoring: Sets out how supplier performance will be measured and reviewed

10. Compliance: Covers regulatory compliance, permits, and standards that must be met

11. Risk and Insurance: Addresses risk allocation and required insurance coverage

12. Intellectual Property: Manages IP rights, ownership, and licenses

13. Confidentiality: Protects confidential information and trade secrets

14. Liability and Indemnities: Sets out liability limitations and indemnification obligations

15. Termination: Specifies termination rights and consequences

16. Dispute Resolution: Establishes process for resolving disputes

17. General: Contains standard boilerplate provisions

Optional Sections

1. Data Protection: Required when personal data processing is involved in the supply relationship

2. Business Continuity: Important for critical supplies or services where continuity is essential

3. Environmental Compliance: Relevant when supplies have environmental impacts or sustainability requirements

4. Anti-Bribery and Corruption: Important when dealing with international supplies or government contracts

5. Change Control: Needed for complex supply arrangements where scope or specifications may change

6. Parent Company Guarantee: Used when supplier's parent company guarantee is required

7. Security Requirements: Important when supplier requires access to customer systems or facilities

8. Export Control: Required for international supply arrangements

9. Transition and Exit: Important for complex services requiring transition planning

10. Subcontracting: Required when supplier may need to subcontract certain obligations

Suggested Schedules

1. Schedule 1 - Goods and Services: Detailed description of goods/services to be supplied

2. Schedule 2 - Pricing: Detailed pricing structure, rates, and charging mechanisms

3. Schedule 3 - Service Levels: Specific service levels and KPIs

4. Schedule 4 - Ordering Procedure: Detailed ordering process and requirements

5. Schedule 5 - Key Personnel: Lists key supplier personnel and their roles

6. Schedule 6 - Form of Purchase Order: Template purchase order form

7. Schedule 7 - Approved Subcontractors: List of pre-approved subcontractors if applicable

8. Schedule 8 - Technical Requirements: Detailed technical specifications and requirements

9. Schedule 9 - Business Continuity Plan: Details of business continuity arrangements

10. Schedule 10 - Data Processing Agreement: Specific terms for personal data processing if required

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

Manufacturing

Technology

Retail

Construction

Healthcare

Professional Services

Energy

Telecommunications

Financial Services

Logistics and Supply Chain

Food and Beverage

Automotive

Mining and Resources

Education

Agriculture

Relevant Teams

Legal

Procurement

Operations

Finance

Supply Chain

Risk and Compliance

Commercial

Vendor Management

Project Management

Business Development

Account Management

Relevant Roles

Procurement Manager

Legal Counsel

Commercial Manager

Supply Chain Manager

Operations Director

Chief Financial Officer

Contract Manager

Vendor Manager

Risk Manager

Compliance Officer

Category Manager

Business Development Manager

Account Manager

Project Manager

Chief Operating Officer

Industries
Contract and Commercial Law Act 2017: This is the primary legislation governing contract formation, enforcement, and remedies in New Zealand. It consolidates various commercial laws and is essential for structuring the agreement's basic terms.
Fair Trading Act 1986: Regulates trade practices and prohibits misleading and deceptive conduct in trade. Important for ensuring fair commercial practices and representations in the supplier agreement.
Goods and Services Tax Act 1985: Governs the application of GST to supplies of goods and services. Crucial for pricing and payment terms in the agreement.
Privacy Act 2020: Regulates how businesses collect, use, store, and share personal information. Relevant for data handling provisions in the agreement.
Personal Property Securities Act 1999: Important for provisions relating to security interests in goods or other personal property that might be supplied under the agreement.
Consumer Guarantees Act 1993: While primarily focused on consumer protection, it's important to consider explicit contracting out provisions for business-to-business transactions where applicable.
Electronic Transactions Act 2002: Governs electronic transactions and signatures, important for digital execution and electronic communications under the agreement.
Limitation Act 2010: Sets time limits for bringing legal claims, relevant for dispute resolution and liability provisions.
Sale of Goods Act 1908: Contains basic rules about sales of goods, which may be relevant depending on the nature of the supplies under the agreement.
Arbitration Act 1996: Relevant if including alternative dispute resolution provisions in the agreement through arbitration.
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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