Overagreement Template for New Zealand

The Overagreement is designed for situations where parties anticipate entering into multiple related agreements over time and wish to establish a consistent legal framework to govern these relationships. This document type is particularly valuable for complex business relationships in New Zealand where efficiency and consistency in contracting are essential. It establishes common terms, conditions, and processes that automatically apply to all underlying agreements, reducing negotiation time and ensuring consistency across multiple contracts. The agreement incorporates New Zealand legal requirements and commercial practices, making it suitable for both domestic and international business relationships where New Zealand law governs. The Overagreement typically includes provisions for document hierarchy, dispute resolution, liability frameworks, and processes for creating and managing underlying agreements.

1. Parties: Identification of all parties to the agreement, including their legal status and registered addresses

2. Background: Context of the agreement, relationship between parties, and purpose of establishing an overarching agreement framework

3. Definitions: Comprehensive definitions that will apply across all underlying agreements, including definition of 'Underlying Agreements' and document hierarchy

4. Interpretation: Rules for interpreting this agreement and its relationship with underlying agreements, including priority of documents

5. Term and Termination: Duration of the overagreement and how it affects underlying agreements, termination provisions and consequences

6. Structure and Hierarchy: Explanation of how this agreement interacts with underlying agreements, which terms prevail in case of conflict

7. Common Terms: Standard terms that will apply to all underlying agreements (e.g., confidentiality, intellectual property, dispute resolution)

8. Process for Underlying Agreements: Procedure for creating and executing underlying agreements, including any standard templates or requirements

9. Representations and Warranties: Fundamental representations that apply to all dealings under this framework

10. Liability and Indemnities: Overall liability framework and indemnification provisions that apply across all agreements

11. Dispute Resolution: Master dispute resolution process that applies to both this agreement and underlying agreements

12. General Provisions: Standard boilerplate clauses including notices, amendment process, governing law, and entire agreement