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Subcontractor framework agreement (premium)

This long-form framework agreement for subcontracting is drafted primarily from the perspective of the company engaging the subcontractors. It has been designed for professional services rather than trade services.

Under the framework agreement, that company and the subcontractor can agree one more statements of work setting out the particular obligations of the subcontractor, along with the payments due to the subcontractor with respect to the order.

The framework subcontractor agreement includes a range of protections for the company, including: flexible IPR protection in the form of express licences and assignments; specific obligations on the subcontractor to use particular personnel to perform the services; confidentiality and non-solicitation obligations place upon the subcontractor; compliance obligations relating to the laws governing bribery, modern slavery and tax evasion.

Although the template is primarily concerned with protecting the company, it is very flexible and can be amended in such a way as to produce a fairly balanced document.

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Subcontractor framework agreement (premium) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term; agreement of statements of work; each order forms part of contract.
  3. No exclusivity: no services exclusivity .
  4. 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.
  5. Deliverables: obligation to deliver deliverables; feedback on deliverables; timetable for delivery of deliverables; deliverables warranties (no acceptance procedure).
  6. Company
    Materials:
    supply of second party materials; licence of
    Company
    materials; warranties relating to second party 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
    '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.
  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. Anti-corruption: mutual assurance of compliance with anti-corruption laws; mutual obligation to notify anti-corruption law breaches;
    Subcontractor
     anti-corruption obligations for associated persons; parties to maintain books and records relating to payments and benefits;
    Subcontractor
     to comply with 
    Company
     anti-corruption policy;
    Subcontractor
     to maintain anti-corruption policies; mutual co-operation with anti-corruption exercises; document does not prevent of reporting anti-corruption breaches; breach of section constitutes material breach.
  22. Anti-slavery: mutual assurance of compliance with anti-slavery laws;
    Subcontractor
     anti-slavery obligations for associated persons;
    Subcontractor
     to comply with 
    Company
     anti-slavery policy;
    Subcontractor
     to maintain anti-slavery policies; breach of section constitutes material breach.
  23. Anti-tax evasion: mutual assurance of compliance with anti-tax evasion laws;
    Subcontractor
     anti-tax evasion obligations for associated persons;
    Subcontractor
     to comply with 
    Company
     anti-tax evasion policy;
    Subcontractor
     to maintain anti-tax evasion policies; breach of section constitutes material breach.
  24. Status of
    Subcontractor
    :
    first party is independent contractor not employee; no redundancy or compensation.
  25. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  26. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  27. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
  28. 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.