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A family of Subcontractor framework agreementsdocumentsSubcontractor framework agreements

A framework agreement allows the parties to define the structure and terms of particular orders. Typically, an initial order will be entered into at the time of signature of the framework agreement, with subsequent orders being agreed by the parties as and when required. These framework subcontractor agreements are designed primarily to protect the interests of the business engaging the subcontractor, rather than the subcontractor. They include an order procedure, general clauses on the provision of services, non-solicitation clauses and confidentiality clauses.

Subcontractor framework agreement (basic)

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Version 1.1
First published 25 Jan 2017
Last updated 30 Oct 2017
Word count 5,293
Template pages 12

Subcontractor framework agreement (standard)

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£40.00

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40

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Version 1.0
First published 30 Oct 2017
Last updated 30 Oct 2017
Word count 9,490
Template pages 20

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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.

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.