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

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;
Subcontractor
to determine details of services; suspension of services.
No exclusivity: no services exclusivity .
Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
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.
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.
Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
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.
Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency.
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.
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 (FORM OF STATEMENT OF WORK)

Specification of Services: specification of services prompt.
Timetable: timetable prompt.
Financial provisions: financial provisions prompt.

Subcontractor

Company

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Version	2.2
First published	25 Jan 2017
Last updated	27 Jan 2023
Law	English law and EU law
Language	English (UK)
^†Word count	5,555
^†Template pages	13

† These figures are approximations.

Supply of services law Trades and domestic services Framework agreement

Subcontractor framework agreements

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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.

Subcontractor framework agreement (basic) contents

Subcontractor framework agreements

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