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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 .

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Subcontractor framework agreement (standard) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term; agreement of statements of work; each order forms part of contract.
  3. Services: services to be agreed in statement of work; devotion of personnel to services; keeping customer informed of services; services: compliance with internal policies; suspension of services.
  4. Deliverables: obligation to deliver deliverables; feedback on deliverables; timetable for delivery of deliverables; deliverables warranties (no acceptance procedure).
  5. Company
    Materials:
    supply of second party materials; licence of second party materials; warranties relating to second party materials.
  6. 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).
  7. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  8. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
  9. 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.
  10. Subcontractor
    's confidentiality obligations:
    first party confidentiality undertaking; disclosure of confidential information by first party to certain persons; exceptions to first party's confidentiality obligations; disclosures of second party confidential information mandated by law etc; first party to stop using confidential information upon termination; first party to return or destroy confidential information following termination; first party confidentiality obligations after termination.
  11. Data protection: compliance with data protection laws; warranty of
    Company
    's right to disclose personal data (GDPR); details of personal data and purposes of processing by 
    the Subcontractor
     (GDPR); duration of personal data processing by
    Subcontractor
    (GDPR); personal data processed by
    Subcontractor
    on instructions (GDPR); personal data processed by
    Subcontractor
    as required by law (GDPR); confidentiality obligations on
    Subcontractor
     persons processing personal data (GDPR); security of personal data processed by 
    Subcontractor
     (GDPR); appointment of sub-processor by
    Subcontractor
    (GDPR);
    Subcontractor
     to assist with exercise of data subject rights (GDPR);
    Subcontractor
     to assist with compliance (GDPR);
    Subcontractor
     to provide information (GDPR); deletion of personal data by 
    Subcontractor
     (GDPR);
    Subcontractor
     to allow audit (GDPR); changes to data protection law.
  12. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
  13. Indemnity: first party indemnifies second party upon breach (deliverables); conditions upon first party indemnity; limitations of liability vs indemnities.
  14. 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.
  15. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  16. Termination: termination without cause (optionally assymetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment.
  17. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  18. Status of
    Subcontractor
    :
    first party is independent contractor not employee; no redundancy or compensation.
  19. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  20. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  21. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
  22. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (DATA PROCESSING INFORMATION)

  1. Categories of data subject: prompt for categories of data subject.
  2. Types of Personal Data: prompt for types of personal data.
  3. Purposes of processing: prompt for personal data processing purposes.
  4. Security measures for Personal Data: prompt for security measures for personal data.
  5. Sub-processors of Personal Data: prompt for identifying sub-processors of personal data.

SCHEDULE 2 (FORM OF STATEMENT OF WORK)

  1. Specification of Services: specification of services prompt.
  2. Specification of Deliverables: specification of deliverables prompt.
  3. Timetable: timetable prompt.
  4. Company
    Materials
    :
    second party materials prompt.
  5. Financial provisions: financial provisions prompt.
  6. Execution of statement of work under framework agreement preamble; execution of contract by first party (individual, company or partnership); signature line: first; execution of contract by second party (individual, company or partnership); signature line: second.
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