Subcontractor framework agreement (standard)

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;
   Subcontractor
   to determine details of services; suspension of services.
4. No exclusivity: no services exclusivity .
5. Deliverables: obligation to deliver deliverables; feedback on deliverables; timetable for delivery of deliverables; deliverables warranties (no acceptance procedure).
6. Company
   Materials: supply of
   Company
   materials; licence of
   Company
   materials; warranties relating to 
   Company
   materials.
7. 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).
8. 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 by
   the Subcontractor
   ; Removal or replacement of key person with consent; Removal and replacement of key person by
   Subcontractor
    upon necessity; Removal of key person at request of
   Company
   ; procedure for replacement of key persons; Section does not limit obligations to provide services.
9. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
10. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
11. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
12. 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.
13. Subcontractor
     confidentiality obligations:
    Subcontractor
    confidentiality undertaking; disclosure of confidential information by
    Subcontractor
     to certain persons; exceptions to
    Subcontractor
    confidentiality obligations; disclosures of
    Company
    confidential information mandated by law etc;
    Subcontractor
    to stop using confidential information upon termination;
    Subcontractor
    to delete confidential information following termination;
    Subcontractor
    confidentiality obligations after termination.
14. Data protection: compliance with data protection laws; warranty of
    Company
    's right to disclose personal data (GDPR); details of personal data processed by 
    the Subcontractor
     (GDPR); purposes of processing of personal data by 
    the Subcontractor
     (GDPR); duration of personal data processing by
    Subcontractor
    (GDPR); personal data processed by
    Subcontractor
    on instructions (GDPR); authorised international transfers of personal data (GDPR); informing 
    Company
     of illegal 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); authorisation for
    Subcontractor
    to appoint sub-processors (GDPR);
    Subcontractor
     to assist with exercise of data subject rights (GDPR);
    Subcontractor
     to assist with compliance (GDPR); obligation to notify 
    Company
    of personal data breach (GDPR);
    Subcontractor
     to provide data protection compliance information (GDPR); deletion of personal data by 
    Subcontractor
     (GDPR);
    Subcontractor
     to allow audit (GDPR); changes to data protection law.
15. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
16. Indemnity: first party indemnifies second party upon breach (deliverables); conditions upon first party indemnity; limitations of liability vs indemnities.
17. 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.
18. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
19. 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.
20. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
21. Status of
    Subcontractor
    : first party is independent contractor not employee; no redundancy or compensation.
22. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
23. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
24. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
25. 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.
Execution of statement of work under framework agreement preamble; execution of contract by
Subcontractor
(individual or company); signature line: first; execution of contract by
Company
(individual or company); signature line: second.