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Supply Of Services Agreement
"I need a Supply of Services Agreement for my IT consulting company based in Auckland to provide software development services to clients across New Zealand and Australia, with the agreement starting from March 2025 and including robust IP protection and data privacy clauses."
1. Parties: Identifies and provides full legal details of the service provider and the client
2. Background: Sets out the context and purpose of the agreement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Term and Commencement: Specifies the duration of the agreement and when it becomes effective
5. Services: Outlines the core services to be provided and service delivery requirements
6. Service Provider's Obligations: Details the key responsibilities and commitments of the service provider
7. Client's Obligations: Specifies the client's responsibilities and commitments
8. Fees and Payment: Details the fee structure, payment terms, and invoicing requirements
9. GST and Taxes: Addresses GST and other applicable tax obligations
10. Intellectual Property: Governs ownership and usage rights of intellectual property
11. Confidentiality: Protects confidential information of both parties
12. Privacy: Addresses handling of personal information in compliance with Privacy Act 2020
13. Liability and Indemnity: Sets out liability limitations and indemnification obligations
14. Termination: Specifies termination rights and processes
15. General Provisions: Contains standard boilerplate clauses including governing law, notices, and assignment
1. Performance Standards and KPIs: Include when specific performance metrics need to be met and measured
2. Service Credits: Include when financial penalties apply for service level failures
3. Change Control: Include for complex services where formal processes for changes are needed
4. Business Continuity and Disaster Recovery: Include for critical services requiring continued operation
5. Security Requirements: Include when services involve IT systems or sensitive information
6. Anti-Bribery and Corruption: Include for high-value contracts or when dealing with public sector
7. Insurance: Include when specific insurance coverage requirements exist
8. Transition and Exit: Include for complex services requiring handover arrangements
9. Subcontracting: Include when subcontracting needs to be specifically addressed
10. Force Majeure: Include when specific force majeure provisions are needed beyond standard provisions
1. Schedule 1 - Services Description: Detailed specification of services to be provided
2. Schedule 2 - Fees and Charges: Detailed breakdown of all fees, charges, and payment terms
3. Schedule 3 - Service Levels: Specific service levels and performance criteria
4. Schedule 4 - Key Personnel: Details of key staff members assigned to provide the services
5. Schedule 5 - Form of Change Request: Template for requesting and documenting changes to services
6. Schedule 6 - Security Requirements: Detailed security protocols and requirements
7. Schedule 7 - Implementation Plan: Timeline and milestones for service implementation
8. Appendix A - Approved Subcontractors: List of pre-approved subcontractors if applicable
Authors
Applicable Laws
Business Day
Charges
Client
Client Materials
Commencement Date
Confidential Information
Deliverables
Documentation
Effective Date
Force Majeure Event
GST
Intellectual Property Rights
Key Personnel
Loss
Material Breach
Notice
Personal Information
Personnel
Related Company
Representatives
Services
Service Levels
Service Provider
Specifications
Subcontractor
Term
Third Party Materials
Variation
Working Hours
Background IP
Change Request
Commercially Reasonable Efforts
Dispute
Good Industry Practice
Implementation Plan
Invoice
Liability
Payment Terms
Performance Standards
Project
Quality Standards
Records
Service Credits
Service Location
Statement of Work
Termination Date
Services Scope
Term
Service Provider Obligations
Client Obligations
Performance Standards
Key Personnel
Payment
GST
Invoicing
Records and Audit
Intellectual Property
Confidentiality
Privacy
Data Protection
Warranties
Service Levels
Change Management
Subcontracting
Health and Safety
Insurance
Liability
Indemnity
Force Majeure
Dispute Resolution
Termination
Exit Management
Non-Solicitation
Assignment
Relationship of Parties
Notices
Entire Agreement
Variation
Waiver
Severability
Governing Law
Compliance with Laws
Anti-Bribery
Business Continuity
Security Requirements
Reporting
Quality Assurance
Information Technology
Professional Services
Consulting
Engineering
Construction
Healthcare
Education
Financial Services
Telecommunications
Facilities Management
Marketing and Advertising
Business Process Outsourcing
Manufacturing
Logistics and Transportation
Real Estate Services
Legal
Procurement
Commercial
Operations
Finance
Risk and Compliance
Business Development
Contract Administration
Project Management Office
Service Delivery
Account Management
Legal Counsel
Commercial Manager
Procurement Manager
Contract Manager
Business Development Manager
Operations Manager
Project Manager
Chief Financial Officer
Risk Manager
Compliance Officer
Service Delivery Manager
Account Manager
Chief Operating Officer
General Manager
Company Secretary
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