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Standard Contractor Agreement
"I need a Standard Contractor Agreement for engaging a software development contractor in New Zealand, with strong IP protection clauses and the ability to subcontract, including provisions for remote work and ownership of code repositories."
1. Parties: Identifies and provides full details of the contracting parties - the principal and the contractor
2. Background: Sets out the context of the agreement and the parties' intentions
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Engagement and Term: Establishes the contractor's engagement, nature of the relationship, and duration of the agreement
5. Services: Outlines the specific services to be provided by the contractor
6. Contractor Obligations: Details the contractor's key responsibilities and performance standards
7. Principal's Obligations: Specifies what the principal must provide or do to enable the contractor to perform the services
8. Fees and Payment: Details the payment terms, rates, invoicing process, and expenses
9. GST and Taxation: Addresses GST requirements and tax obligations
10. Intellectual Property: Covers ownership and rights to intellectual property created during the engagement
11. Confidentiality: Protects confidential information of both parties
12. Health and Safety: Addresses health and safety obligations under NZ law
13. Liability and Insurance: Sets out liability limitations and required insurance coverage
14. Termination: Specifies how the agreement can be terminated by either party
15. General Provisions: Includes standard boilerplate clauses such as notices, amendment process, and governing law
1. Non-Competition: Restricts the contractor from competing activities - only used where justified by legitimate business interests
2. Non-Solicitation: Prevents solicitation of clients or employees - included when contractor has significant client contact
3. Equipment and Resources: Details any equipment or resources provided - used when specific tools or resources are part of the engagement
4. Subcontracting: Addresses ability to subcontract - included when subcontracting might be relevant
5. Key Personnel: Identifies specific individuals who will perform the services - used for larger contractors or companies
6. Performance Reviews: Establishes review processes - included for longer-term engagements
7. Dispute Resolution: Detailed dispute resolution procedures - used for high-value or complex engagements
8. Force Majeure: Addresses unforeseen circumstances - included when service continuity is critical
1. Schedule 1 - Services Description: Detailed description of services to be provided, including specific deliverables and timeframes
2. Schedule 2 - Fees and Payment Terms: Detailed breakdown of fees, rates, payment schedules, and expense policies
3. Schedule 3 - Key Personnel: Details of key individuals involved in service delivery, their roles and qualifications
4. Schedule 4 - Insurance Requirements: Specific insurance types and coverage levels required
5. Schedule 5 - Service Levels: Performance metrics and service level requirements
6. Appendix A - Confidential Information: Specific list of information deemed confidential
7. Appendix B - Approved Subcontractors: List of pre-approved subcontractors if applicable
8. Appendix C - Health and Safety Requirements: Specific health and safety procedures and requirements
Authors
Business Day
Commencement Date
Confidential Information
Deliverables
End Date
Fees
Force Majeure Event
GST
Initial Term
Intellectual Property
Intellectual Property Rights
Key Personnel
Material Breach
Moral Rights
Notice
Parties
Personal Information
Pre-existing Intellectual Property
Principal
Principal's Premises
Representatives
Services
Service Levels
Subcontractor
Term
Termination Date
Working Hours
Work Health and Safety Laws
Conflict of Interest
Contract Material
Background IP
Developed IP
Expenses
Insurance Policies
Payment Terms
Project
Related Company
Specifications
Territory
Warranties
Term
Services
Contractor Obligations
Principal Obligations
Payment
GST
Invoicing
Performance Standards
Reporting
Independent Contractor
Intellectual Property
Confidentiality
Privacy
Health and Safety
Insurance
Liability
Indemnity
Termination
Force Majeure
Assignment
Subcontracting
Warranties
Dispute Resolution
Notices
Governing Law
Entire Agreement
Variation
Severability
Waiver
Non-Competition
Non-Solicitation
Compliance with Laws
Record Keeping
Audit Rights
Personnel
Equipment and Resources
Conflicts of Interest
Publicity
Business Continuity
Data Protection
Anti-Bribery
Modern Slavery
Information Technology
Construction
Professional Services
Healthcare
Education
Creative Industries
Engineering
Consulting
Financial Services
Manufacturing
Digital Media
Marketing and Advertising
Research and Development
Real Estate
Agriculture
Legal
Human Resources
Procurement
Finance
Operations
Project Management Office
Risk and Compliance
Commercial
Administration
Executive Leadership
Procurement Manager
Legal Counsel
HR Director
Project Manager
Operations Manager
Finance Manager
Contract Administrator
Business Development Manager
Department Head
Chief Executive Officer
Risk Manager
Compliance Officer
General Manager
Commercial Manager
Resource Manager
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