Subcontractor framework agreement (standard)
This subcontractor agreement may be used where a business wishes to appoint a subcontractor to provide services (such as IT services), whether those services are in fact provided to that business or to the customers of that business.
It is a framework agreement, inasmuch as the signature of the agreement itself does not create any services obligations. Instead, the document provides a framework through which the parties can enter into specific statements of work in relation to specific services.
An optional non-solicitation clause is included, which may help protect the business against customer-poaching by an errant subcontractor.
In addition, and optional GDPR-friendly data processor clause is included. This will be useful where the subcontractor handles personal data .Ask about this document
Subcontractor framework agreement (standard) contents
- Definitions: definitions.
Term: commencement of term; end of term; agreement of statements of work; each order forms part of contract.
- Services: services to be agreed in statement of work; devotion of personnel to services; keeping customer informed of services; services: compliance with internal policies; Subcontractorto determine details of services; suspension of services.
- No exclusivity: no services exclusivity .
- Deliverables: obligation to deliver deliverables; feedback on deliverables; timetable for delivery of deliverables; deliverables warranties (no acceptance procedure).
- CompanyMaterials: supply ofCompanymaterials; licence ofCompanymaterials; warranties relating toCompanymaterials.
Intellectual Property Rights: assignment of intellectual property rights in deliverables; licence to use deliverables; mixed assignment and licence of rights; licensing of third party materials; waiver of moral rights in deliverables; further assurance (intellectual property). Key Persons: key persons to perform all services; key persons to perform defined services (SoW); prohibition on removal or replacement of key person; Temporary replacement of key person bythe Subcontractor; Removal or replacement of key person with consent; Removal and replacement of key person bySubcontractorupon necessity; Removal of key person at request ofCompany; procedure for replacement of key persons; Section does not limit obligations to provide services.
- Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
- Timesheets: obligation to keep timesheets; obligation to supply timesheets.
- Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
- Non-solicitation: restrictions on Subcontractor: non-solicitation restrictions period; non-solicitation restrictions on first party; non-solicitation restrictions on affiliates; restrictions in section are reasonable; general exception to non-solicitation restrictions.
- Subcontractorconfidentiality obligations:Subcontractorconfidentiality undertaking; disclosure of confidential information bySubcontractorto certain persons; exceptions toSubcontractorconfidentiality obligations; disclosures ofCompanyconfidential information mandated by law etc;Subcontractorto stop using confidential information upon termination;Subcontractorto delete confidential information following termination;Subcontractorconfidentiality obligations after termination.
- Data protection: compliance with data protection laws; warranty of Company's right to disclose personal data (GDPR); details of personal data processed bythe Subcontractor(GDPR); purposes of processing of personal data bythe Subcontractor(GDPR); duration of personal data processing bySubcontractor(GDPR); personal data processed bySubcontractoron instructions (GDPR); authorised international transfers of personal data (GDPR); informingCompanyof illegal instructions (GDPR); personal data processed bySubcontractoras required by law (GDPR); confidentiality obligations onSubcontractorpersons processing personal data (GDPR); security of personal data processed bySubcontractor(GDPR); appointment of sub-processor bySubcontractor(GDPR); authorisation forSubcontractorto appoint sub-processors (GDPR);Subcontractorto assist with exercise of data subject rights (GDPR);Subcontractorto assist with compliance (GDPR); obligation to notifyCompanyof personal data breach (GDPR);Subcontractorto provide data protection compliance information (GDPR); deletion of personal data bySubcontractor(GDPR);Subcontractorto allow audit (GDPR); changes to data protection law.
- Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
- Indemnity: first party indemnifies second party upon breach (deliverables); conditions upon first party indemnity; limitations of liability vs indemnities.
- Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
- Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment; rights of termination supplemental or exclusive.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
- Status of Subcontractor: first party is independent contractor not employee; no redundancy or compensation.
- Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
- Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
- General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
SCHEDULE 1 (DATA PROCESSING INFORMATION)
- Categories of data subject: prompt for categories of data subject.
- Types of
Personal Data: prompt for types of personal data.
- Purposes of processing: prompt for personal data processing purposes.
- Security measures for
Personal Data: prompt for security measures for personal data.
- Sub-processors of Personal Data: prompt for identifying sub-processors of personal data.
SCHEDULE 2 (FORM OF
- Specification of
Services: specification of services prompt.
- Specification of
Deliverables: specification of deliverables prompt.
- Timetable: timetable prompt.
: second party materials prompt.CompanyMaterials
- Financial provisions: financial provisions prompt. Execution of statement of work under framework agreement preamble; execution of contract by