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Consulting Subcontractor Agreement
"I need a Consulting Subcontractor Agreement for engaging a software development consultant in New Zealand to work on a 6-month project starting March 2025, with specific IP protection clauses and the ability to work remotely."
1. Parties: Identifies the contracting parties - the main contractor and the subcontractor, including their full legal names and addresses
2. Background: Sets out the context of the agreement, including the main contractor's business, the subcontractor's expertise, and the intention to engage the subcontractor
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpretation
4. Engagement and Status: Confirms the engagement of the subcontractor and explicitly establishes independent contractor status
5. Services: Outlines the general nature of consulting services to be provided
6. Term and Termination: Specifies the duration of the agreement and circumstances for termination
7. Fees and Payment: Details the fee structure, payment terms, and expenses policy
8. Obligations of the Subcontractor: Lists the subcontractor's key responsibilities and performance standards
9. Obligations of the Main Contractor: Specifies the main contractor's responsibilities and commitments
10. Confidentiality: Protects confidential information and trade secrets
11. Intellectual Property: Addresses ownership and usage rights of IP created during the engagement
12. Liability and Indemnity: Sets out liability limitations and indemnification obligations
13. Insurance: Specifies required insurance coverage
14. General Provisions: Contains standard boilerplate clauses including notices, amendment process, governing law, etc.
1. Non-Compete: Restricts the subcontractor from competing directly with the main contractor - used when the subcontractor will have access to sensitive business information
2. Non-Solicitation: Prevents poaching of clients or employees - included when the subcontractor will have significant client contact
3. Equipment and Resources: Details any equipment or resources provided by the main contractor - included when specific tools or resources are provided
4. Project Management: Establishes project management procedures - used for complex or long-term engagements
5. Key Personnel: Identifies specific individuals who will perform the services - used when particular expertise is required
6. Service Levels: Defines specific performance metrics - included for engagements requiring measurable outcomes
7. Data Protection: Additional privacy and data handling requirements - used when personal or sensitive data processing is involved
8. Force Majeure: Addresses unforeseeable circumstances - included when long-term or critical services are involved
1. Schedule 1 - Services Description: Detailed description of the specific consulting services to be provided
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements
4. Schedule 4 - Insurance Requirements: Detailed insurance requirements including types and coverage amounts
5. Schedule 5 - Approved Personnel: List of approved subcontractor personnel who may perform the services
6. Appendix A - Confidentiality Agreement: Detailed confidentiality terms and requirements
7. Appendix B - Policies and Procedures: Relevant company policies and procedures that apply to subcontractors
Authors
Information Technology
Management Consulting
Professional Services
Engineering
Financial Services
Healthcare
Education
Construction
Environmental Services
Digital Marketing
Business Advisory
Human Resources
Legal
Procurement
Operations
Human Resources
Commercial
Risk and Compliance
Project Management Office
Business Development
Vendor Management
Finance
Legal Counsel
Contract Manager
Procurement Manager
Project Manager
Operations Director
HR Manager
Chief Operating Officer
Business Development Manager
Consultant
Senior Consultant
Managing Consultant
Practice Lead
Commercial Manager
Risk Manager
Compliance Officer
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