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Subcontractor framework agreement (basic)

This is a short-form subcontractor framework agreement. The agreement sets out the general terms and conditions that regulate the relationship between the parties, as well as the basis upon which the parties may agree specific orders for services.

The particulars of each order should be contained in a statement of work, which should be signed or otherwise agreed by or on behalf of each party. A "form of statement of work" is included as a schedule to the framework agreement.

The agreement assumes that there are no intellectual property rights that need to be assigned or licensed by one party to another. The agreement also assumes that the services to be provided by the subcontractor are not subject to any special regulation.

If the subcontractor will be handling personal data, then you should look at our standard subcontractor framework agreement, which includes a GDPR-friendly data processor clause.

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Subcontractor framework agreement (basic) 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. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  5. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
  6. 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.
  7. 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.
  8. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
  9. 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.
  10. Termination: termination without cause (optionally assymetric); termination by either party without cause; termination upon breach; termination upon insolvency.
  11. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  12. Status of
    Subcontractor
    :
    first party is independent contractor not employee; no redundancy or compensation.
  13. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  14. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
  15. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (FORM OF STATEMENT OF WORK)

  1. Specification of Services: specification of services prompt.
  2. Timetable: timetable prompt.
  3. Financial provisions: financial provisions prompt.
  4. 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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