We’ve put together a range of resources designed for in-house legal counsel in New Zealand. Our Resource Library includes our clause bank, common precedents and advisory resources. The documents are specifically tailored to the needs of in-house legal teams and we’ve endeavoured to draft them in a plain language style that strikes a reasonable middle ground between parties. And if you are an in-house lawyer or working in a contract management or similar capacity in-house, they are free to use, adapt and share. Clauses are drafted and reviewed by Juno Legal lawyers except where otherwise stated and contributed by clients and members of the in-house legal community.

Clause Bank

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The Juno clause bank

This clause bank includes a range of the most common legal clauses. We encourage in-house counsel to download the entire clause bank and customise it for the requirements of your business.

General 23

  • Amendments in writingLast updated 15-01-2021

    Amendments. Any change to this Agreement may only be made where both parties agree in writing.

  • AssignmentLast updated 15-01-2021

    No assignment. Neither party may assign its rights under this Agreement without the written consent of the other, such consent not to be unreasonably withheld. [A change in ownership of either party resulting in a change of effective control of that party is deemed to be an assignment under this clause.]

  • Bicultural CommitmentLast updated 27-04-2021

    Bicultural Commitment. (contributed by a tertiary education entity)

    1. The parties wish to ground their future engagement within a bicultural context, reflecting the values/primary commitments that apply to both staff and students:
      1. Akoranga – the reciprocity of teaching and learning
      2. Manaakitanga – supporting and respecting each other
      3. Whanaungatanga – relationships, connections and sense of belonging.
    2. The parties individually and collaboratively agree to promote and facilitate good bicultural practice and leadership along with the wider responsibilities of diversity, equity and inclusiveness, in order to have strong and healthy communities.  This commitment outlines the important role each party has in supporting to advance the rights of tangata whenua, Māori culture, tino rangatiratanga and Te Tiriti o Waitangi.
  • Consumer GuaranteesLast updated 15-01-2021

    Consumer Guarantees Act 1993. The parties acknowledge that the Services [and Deliverables] to be provided under this Agreement are not of a kind ordinarily acquired for personal, domestic, or household use or consumption.

  • CounterpartsLast updated 15-01-2021

    Counterparts. This Agreement may be executed in counterparts and each counterpart together will constitute one instrument. Either party may enter into this Agreement by signing a counterpart copy and sending it to the other party, including by email, [facsimile], [or digital signing tool].

  • DeedsLast updated 15-01-2021

    Delivery. For the purposes of section 9 of the Property Law Act 2007, and without limiting any other mode of delivery, this Deed will be delivered by each party immediately on the earlier of:

    (a) physical delivery of an original of this Deed, executed by the relevant party, into the custody of the other party or the other party’s solicitors; or

    (b) transmission by the relevant party or its solicitors (or any other person authorised in writing by the relevant party) of a facsimile, photocopied or scanned copy of an original of this Deed, executed by the relevant party, to the other party or the other party’s solicitors.

  • Governing lawLast updated 15-01-2021

    New Zealand law. This Agreement is governed by New Zealand law and both parties agree to submit to the non-exclusive jurisdiction of the Courts of New Zealand.

  • Health and safetyLast updated 15-01-2021

    Health and safety law. [Supplier] will ensure that it complies with all its obligations in the Health and Safety at Work Act 2015 and any other health and safety obligations.

    Health and safety policies. [Customer] will provide copies of its health and safety policies to [Supplier]. [Supplier] will use reasonable endeavours to comply with [Customer]’s health and safety policies.

    Cooperation. Each party will consult, cooperate and coordinate with the other for the purposes of complying with health and safety duties and obligations.

    Notification. Each party will immediately notify the other if it becomes aware of any health and safety issues relevant to this Agreement.

  • Manifest mistakesLast updated 15-01-2021

    Manifest mistake. Where one party performs an action that is manifestly mistaken (for example, mis-sending an email that is obviously not relevant to the receiving party), the other party will notify the mistaken party as soon as reasonably practical.

    Good faith. The parties will work together in good faith to mitigate any loss or damage (whether monetary, to reputation, or otherwise) arising from any manifestly mistaken action. For example, deleting unread a mis-sent email and any attachments to that email.

  • Modern slavery clauseLast updated 14-04-2021

    GUIDANCE NOTE:

    If the company that are working with is an entity covered by the Australian Modern Slavery Act, you may like to consider whether you require some Anti-slavery provisions in your contracts with suppliers/vendors to ensure that you are taking steps towards compliance with those obligations (amongst other measures required)

    There is currently no obligation under NZ law.

    =========================================================

    Compliance with Anti-Slavery Laws and Policies

    In performing the Contractor’s obligations under the Agreement, the Contractor must: 

    1. not seek, accept, offer, give, promise or permit any payment, service, gift or other benefit from or to any person or firm, to obtain or retain business or business advantage, which is not a legitimate payment or benefit permitted by relevant laws, or cause the seeking, acceptance, giving, promising or permitting of any such payment, service, gift or other benefit; 
    2. not use any form of Forced Labour, Slavery or Servitude;
    3. not engage in any activity, practice or conduct that would constitute an offence under applicable Anti-slavery Laws;
    4. represent and warrant that neither the Contractor, nor any of the Contractor’s officers or employees:
      1. have been convicted of any offence involving Forced Labour, Slavery or Servitude; or
      2. have been or are the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with Forced Labour, Slavery or Servitude;
    5. have and maintain throughout the Term of the Agreement the Contractor’s own policies and procedures that are designed to ensure the Contractor’s compliance with applicable Anti-slavery Laws, including:
      1. taking reasonable steps to notify each of the Contractor’s subcontractors and/or suppliers directly involved in the provision of the Services, to have similar anti-slavery policies and procedures in place; and
      2. encouraging each of the Contractor’s subcontractors and/or suppliers to incorporate anti-slavery provisions the same or similar to those contained in this clause in their own agreements with subcontractors and/or suppliers;
    6. provide evidence of the implementation of the policies and procedures referred to in clauses (d) and (e) above when requested by New Zealand Post to do so; and
    7. notify New Zealand Post as soon as the Contractor becomes aware of:
      1. any breach, or potential breach, of applicable Anti-slavery Laws; or
      2. any actual or suspected Forced Labour, Servitude or Slavery in the Contractor’s own supply chains.
    1. Anti-slavery Laws means any Law which prohibits the use of Slavery, Servitude, Forced Labour, or other similar conditions, including (without limitation) the Modern Slavery Act 2015 (UK), Modern Slavery Act 2018 (Aus), Division 270 of the Criminal Code Act 1995 (Cth), and Part 5 of the Crimes Act 1961 (NZ);

    Forced Labour means:

    1. the condition of a person (the victim) who provides labour or services if, because of the use of coercion, threat or deception, a reasonable person in the position of the victim would not consider himself or herself to be free to:
      1. cease providing the labour or services; or
      2. leave the place or area where the victim provides the labour or services;

    Servitude means:

    1. the condition of a person (the victim) who provides labour or services whom if, because of the use of coercion, threat or deception: 
      1. a reasonable person in the position of the victim, would not consider himself or herself to be free to:
        1. cease providing the labour or services; or
        2. leave the place or area where the victim provides the labour or services; and
      2. is significantly deprived of personal freedom in respect of aspects of his or her life other than the provision of the labour or services, whether or not coercion, threat or deception is used against the victim or another person.

    Slavery means conduct which would constitute:

    1. an offence under Division 270 or 271 of the Criminal Code Act 1995 or such other applicable Laws where the term “Slavery” is codified; and/or
    2. “Trafficking in persons”, as defined in Article 3 of the Protocol to Prevent, Suppress and Punish Trafficking in Persons, Especially Women and Children, supplementing the United Nations Convention against Transnational Organized Crime, UNITED NATIONS2000; and/or
    3. “the worst forms of child labour”, as defined in Article 3 of the ILO Convention (No. 182) concerning the Prohibition and Immediate Action for the Elimination of the Worst Forms of Child Labour, 1999 ).
  • Mutual warrantiesLast updated 15-01-2021

    Mutual warranties. Each party warrants that it has full power and authority to enter into and perform this Agreement in accordance with its terms and that the performance of its obligations will neither conflict with any obligation or duty owed to any third party under an agreement or arrangement nor, to its knowledge, infringe the rights of any third party.

  • No poachingLast updated 15-01-2021

    No poaching. [Neither party] [Supplier] will solicit any employee [or client] of [the other] [Customer] during the term of this Agreement and for [12] months following its expiry or termination.

  • Notices, no postal noticesLast updated 15-01-2021

    Notices. Any notice under this Agreement must be in writing and [delivered by hand,] [courier,] [or email] to the recipient’s [registered office] [address in clause [x]].

    Receipt of physical notices. A notice will be considered received if delivered by hand or by courier:

    (a) before 17.30 on a working day, on the date it is delivered; or
    (b) at any other time, on the next working day.

    Receipt of electronic notices. A notice will be considered received if sent by email at the earliest of:

    (a) the time it is actually opened or received by the recipient;
    (b) if received in the recipient’s email system before 17.30 on a working day, that day; or
    (c) if received in the recipient’s email system at any other time, on the next working day.

    Automatic responses. If the sender of a notice by email receives an automatic response indicating that one or more of the recipients of the email is away from the office, no longer works for that party, or otherwise indicates that the email may not be read, the sender must either confirm that the email has been delivered, or re-deliver the notice to another email address or by different delivery method.

  • PrivityLast updated 15-01-2021

    Rights of third parties. This Agreement is not intended to confer any benefit on or create any obligation enforceable by any person that is not a party to this Agreement.

  • SeveranceLast updated 15-01-2021

    Severance. Each provision of this Agreement is severable. If any provision is or becomes illegal, unenforceable or invalid, it will be treated as severed from this Agreement and all other terms of this Agreement will remain in full force.

  • Status of parties, no partnershipLast updated 15-01-2021

    No partnership. Each of the parties is working independently. This Agreement is not intended to create any kind of partnership, joint venture or other business entity between the parties.

  • Status, bindingLast updated 15-01-2021

    Status. This Agreement is binding on the parties in accordance with its terms.

  • Status, not bindingLast updated 15-01-2021

    Status. This [MOU] [letter of intent] [document] is for the purposes of further discussion only, and is not intended to be binding on the parties. The obligations set out in this [MOU] [letter of intent] [document] will only become binding when documented in a duly executed Agreement.

  • Status, only confidentiality bindingLast updated 15-01-2021

    Status. This [MOU] [letter of intent] [document] is for the purposes of further discussion only, and is not intended to be binding on the parties. The obligations set out in this [MOU] [letter of intent] [document] will only become binding when documented in a duly executed Agreement. Despite this, clause [x] (relating to confidentiality) is binding on the parties. Each party agrees to abide by the obligations of confidentiality set out in that clause.

  • Subcontracting, independent contractor staffLast updated 15-01-2021

    Independent contractor staff. Clause [x] (no subcontracting) does not apply to any of [Supplier]’s personnel engaged as independent contractors that are under the day-to-day oversight and direction of [Supplier].

  • Subcontracting, no subcontractingLast updated 15-01-2021

    No subcontracting. [Supplier] will not subcontract the performance of its obligations under this Agreement without the written consent of [Customer]. Despite any subcontracting, [Supplier] will remain responsible to [Customer] for any acts or omissions of its subcontractors.

  • Subcontracting, related partiesLast updated 15-01-2021

  • SurvivalLast updated 15-01-2021

    Survival. Clauses [x, y and z], and any other clauses that are intended to survive the termination of this Agreement continue to apply to each party following termination of this Agreement.

Information 5

  • APRA information security templateLast updated 13-04-2021

    APRA INFORMATION SECURITY
    TEMPLATE TERMS

    GUIDANCE NOTE:


    • A number of suppliers in NZ may be subject to the information security obligations arising from the Australian Prudential Regulation Authority (APRA) Prudential Standard CPS 234, by virtue of the fact that they hold contracts with customers that are APRA-regulated entities. 
       
    • In order to meet the requirements of APRA-regulated customers, it may be necessary for such New Zealand entities to include information security terms with contractors who process information from those APRA-regulated customers.
       
    • The following are APRA-required information security terms for inclusion in a contract with a service provider/supplier/vendor that provides services which may process or have access to data belonging to their APRA regulated customers (for example, banks and insurance companies regulated by APRA)
       
    • The terms below will need to be reviewed and amended to reflect and align with defined terms already within the contract to which they are being included.
       

    DRAFT CLAUSES:


    • Information Security Controls [1]
      1. The Supplier must implement and maintain Information Security Controls in relation to the Services, the [Company] Group Data and Supplier Systems, which are commensurate with:
        1. relevant vulnerabilities and threats;
        2. the criticality and sensitivity of the Services and of the [Company] Group Data[2] stored, accessed or used by the Supplier in connection with the Services; and
        3. the potential consequences of an Information Security Incident, including taking into account any relevant information provided to it by [Company].
      2. The Supplier must provide [Company] with such information and evidence in writing as reasonably requested by [Company] to verify that the Supplier complies with this clause, including information as required by [Company] to properly evaluate the design of the relevant Information Security Controls.
    • Information Security Audit [3]
      1. The Supplier must, on reasonable notice, provide [Company] (and its designated representatives) access to facilities, systems and records sufficient to allow [Company] to ensure that the Supplier is complying or has complied with the Information Security Requirements in relation to the Services, the [Company] Group Data and Supplier Systems.
      2. The parties will, upon request by [Company], promptly meet and review the results of any report of the results of an audit or inspection carried out pursuant to this clause. The Supplier will prepare an action plan and timetable to address any deficiencies identified and changes suggested by the report promptly following such meeting and, once agreed with [Company], implement such action plan.
      3. In the event that the relevant report identifies a failure by the Supplier to comply with the Information Security Requirements, the Supplier will promptly take all steps necessary to remedy the failure at the Supplier’s cost.
      4. For the avoidance of doubt, if the Supplier has not been advised by [Company] of any amended Information Security Requirements and the relevant report identifies a failure by the Supplier to comply with the Information Security Requirements to the extent they have been amended, the Supplier shall remedy the failure at [Company]’s cost.
      5. This clause survives until the later of two (2) years after the expiration or termination of the Agreement.

      • [1] CPS 234 paragraphs 21 and 22

      • [2] It is assumed that [Company] Group Data is already defined within the contract to which these provisions are being included. If not, include a definition.

      • [3] CPS 234 paragraph 32 - 34

    • Information Security Incidents and Weaknesses [4] - The Supplier must notify [Company] as soon as possible after the Supplier becomes aware of:

      1. any material Information Security Control weakness in relation to the Services, the [Company] Group Data and Supplier Systems which may be identified through a number of mechanisms including but not limited to controls testing, assurance activities, information security breaches (external and internal), vulnerability notification by software and hardware vendors; or

      2. an Information Security Incident affecting [Company] Information Assets that has the potential to materially affect, financially or non-financially, [Company], a customer of [Company] or the interests of that customer’s depositors, policyholders, beneficiaries or other customers; or

      3. an Information Security Incident which the Supplier has notified to other regulators, either in New Zealand, Australia or other jurisdictions.

    • Subcontractors’ Information Security - The Supplier must ensure that any subcontract for the purpose of the Agreement includes enforceable provisions substantially similar to those in these Information Security clauses and the Supplier retains full responsibility for all acts or omissions of its subcontractors engaged by the Supplier in connection with the delivery of the Services under the Agreement.

     

    DEFINITIONS


    Availability means, for the purposes of the Information Security-related definitions only, accessibility and usability when required;

    Confidentiality means, for the purposes of the Information Security-related definitions only, access being restricted only to those authorised;

    Destruction means the secure and complete removal of the [Company] Group Data from any and all media on which it is kept including shredding of paper, film; or other physical media, or electronic, magnetic or similar reusable media; whereas "Destroy" shall have the same corresponding meaning;

    Information Security means the preservation of [Company] Information Assets' Confidentiality, Integrity and Availability including protection from unauthorised access, use, disclosure, modification, Data Destruction, corruption or loss in whole or in part;

    Information Security Control means a prevention, detection or response measure to reduce the likelihood or impact of an Information Security Incident;

    Information Security Incident means any act or omission that compromises or has the potential to compromise, either directly or indirectly and whether wholly or in part, either the Information Security or integrity of the [Company] Information Assets, or the physical, technical, administrative or organisational safeguards put in place by the Supplier that relate to the protection of the Information Security, Confidentiality or Integrity of the [Company] Information Assets;

    Information Security Requirements means the requirements on Information Security as contained in APRA Prudential Standard CPS 234 or any related guide on managing Information Security issued by APRA, as at 1 July 2020 ([Company] will advise the Supplier of any updates as required from time to time) and any other security requirements in this Agreement;

    Integrity means completeness, accuracy and freedom from unauthorised change or usage;

    [Company] Assets means assets of the [Company] Group[5] including hardware, software, telecommunications and related equipment and other facilities of the [Company] Group (including any such items licensed to an [Company] Group member) used by, or provided to, the Supplier in connection with the Agreement, and includes:

    • (i) any materials supplied by the Supplier to [Company] under the Agreement; and
    • {ii) any spare parts or replacement components supplied by the Supplier in connection with the Agreement; 

    [Company] Information Assets means information and information technology, including but not limited to the [Company] Assets and the [Company] Group Data (in both soft and hard copy);


    • [4] CPS 234 paragraphs 23, 35 and 36
    • [5] It is assumed that [Company] Group is already defined within the contract to which this definition is being included. If not, include a definition.

    Supplier Systems means any hardware, equipment, infrastructure, data centre, application and other electronic, computer and telecommunications device and equipment supplied, developed or used by the Supplier or any sub-contractor to supply the Services;

  • Confidentiality, definitionLast updated 15-01-2021

    Meaning of Confidential Information. In this Agreement, Confidential Information means all information (whether written, verbal or electronic) that is disclosed by one party (the Owner) to another party (the Recipient). This includes, without limitation:

    (a) the identities of the parties to this Agreement;
    (b) the operations and strategic plans of the Owner;
    (c) the fact that Confidential Information is being made available to the Recipient;
    (d) the nature of the Confidential Information; and
    (e) derivative works that include the Confidential Information.

  • Confidentiality, return, destruction and retentionLast updated 15-01-2021

    Return or destruction. If the Owner requests, the Recipient must return or destroy all copies of the Confidential Information that it holds or controls.

    Backups and archive. The Recipient may keep copies of the Confidential Information that are retained in accordance with the Recipient’s ordinary backup or archive procedures, or where required by law, provided that such copies are not readily accessible in the ordinary course of business. This clause [x] takes precedence over clause [y] (return or destruction).

  • Cyber securityLast updated 15-01-2021

    Cyber security. Each party must have and enforce measures to protect its computer systems and information as are reasonably prudent in light of the importance of the systems and the sensitivity of the information involved. Each party will promptly provide a summary of the measures it has in place under the preceding clause where reasonably requested by the other party.

  • Record keepingLast updated 15-01-2021

    Record keeping. [Supplier] will keep full documents and records relating to all material aspects of its work under this Agreement, including the [Services,] [Deliverables] and [Goods]. [Supplier] must keep such documents and records for at least seven years after the expiry or termination of this Agreement.

Parties 3

Disputes and liability 14

  • Default InterestLast updated 15-01-2021

    Default Interest. If any payment due under this Agreement is not paid on the due date, the defaulting party must pay interest on the overdue payment. Interest accrues from the due date until the date of actual payment at [Default Rate]. Interest is calculated on a [daily/weekly] basis and capitalised [monthly]. A party exercising its right to claim interest on any overdue payment under this clause does not affect any other rights or remedies it may have in respect of such default.

  • Dispute resolution, arbitration (Resolution Institute)Last updated 20-10-2020

    Any dispute or difference whatsoever arising out of or in connection with this contract shall be submitted to arbitration in accordance with, and subject to, Resolution Institute Arbitration Rules.

    Unless the parties agree upon an arbitrator, either party may request a nomination from the Chair of Resolution Institute.

  • Dispute resolution, arbitration after mediation (Resolution Institute)Last updated 20-10-2020

    If the dispute or difference is not settled within 30 days of referral to mediation (unless such period is extended by agreement of the parties), it shall be and is hereby submitted to arbitration in accordance with, and subject to, Resolution Institute Arbitration Rules. Notwithstanding the existence of a dispute or difference each party shall continue to perform the Contract’.

    Unless the parties agree upon an arbitrator, either party may request a nomination from the Chair of Resolution Institute.

  • Dispute resolution, conciliation (Resolution Institute)Last updated 20-10-2020

    Any dispute or difference whatsoever arising out of or in connection with this contract shall be submitted to conciliation in accordance with, and subject to, Resolution Institute Conciliation Rules.

    Unless the parties agree upon a Conciliator, either party may request a nomination from the Chair of Resolution Institute.

  • Dispute resolution, expert determination (Resolution Institute)Last updated 20-10-2020

    Any dispute or difference whatsoever arising out of or in connection with this contract shall be submitted to an expert in accordance with, and subject to, Resolution Institute Expert Determination Rules.

    Unless the parties agree upon an Expert, either party may request a nomination from the Chair of Resolution Institute.

  • Dispute resolution, industry/consumer contracts (Resolution Institute)Last updated 20-10-2020

    Any dispute under, or arising out of, this contract shall be referred to Resolution Institute, for resolution under the Rules of the (Trade Body or Association) Consumer/Industry Dispute Resolution Scheme. Each case will first be referred to a Conciliator appointed by Resolution Institute unless either party wishes to proceed directly to arbitration. If the conciliation is not satisfactorily concluded within six weeks from commencement, or if the parties want to proceed directly to arbitration, Resolution Institute will appoint an Arbitrator who will make a final and binding award.

  • Dispute resolution, international arbitrationLast updated 20-10-2020

    Any dispute or difference whatsoever arising out of or in connection with this contract shall be and is hereby submitted to arbitration in accordance with, and subject to, the UNCITRAL Arbitration Rules. The designating and appointing authority shall be Resolution Institute. There shall be one arbitrator, the language of the arbitration shall be English, the place of the arbitration shall be (nominate the Australian city in which you wish the arbitration to occur).

    • The parties may designate different rules to the UNCITRAL Arbitration Rules.
    • The parties may provide for 3 arbitrators.
    • The parties may designate a language other than English.
  • Dispute resolution, mediation (AMINZ)Last updated 15-01-2021

    Dispute resolution. The parties agree that they will use good faith efforts to resolve any dispute regarding this Agreement [or the Services or Deliverables] by negotiation. If a dispute cannot be resolved by negotiation, either party can refer the dispute to mediation in accordance with the under Arbitrators’ and Mediators’ Institute of New Zealand Mediation Protocol. The mediator will be selected by the President of the Arbitrators’ and Mediators’ Institute of New Zealand unless both parties agree on another mediator.

    Duration of mediation. The mediation will be terminated by:

    (a) the signing of a settlement agreement by the parties;
    (b) notice to the parties by the mediator, after consultation with the parties, to the effect that further efforts at mediation are no longer justified;
    (c) notice by one or more of the parties to the mediator to the effect that further efforts at mediation are no longer justified; or
    (d) the expiry of [60] working days from the mediator's appointment, unless the parties consent to an extension of this period.

  • Dispute resolution, mediation (Resolution Institute)Last updated 21-10-2020

    No party to this agreement shall commence any court or arbitration proceedings relating to a dispute arising out of or related to this agreement, unless that party has first complied with this clause.

    The parties agree to mediate any dispute in terms of the Resolution Institute standard Mediation Agreement (NZ version).

    The mediation shall be conducted by a mediator and at a fee agreed by the parties. Failing agreement between the parties, the mediator shall be selected, by the Chair for the time being of Resolution Institute.

  • Dispute resolution, negotiationLast updated 15-01-2021

    Dispute resolution. The parties agree that they will use good faith efforts to resolve any dispute regarding this Agreement [or the Services or Deliverables] by negotiation.

  • Force Majeure (non COVID)Last updated 15-01-2021

    Meaning. Force Majeure Event means an event or circumstance which is beyond a party or parties’ reasonable control and not reasonably foreseeable when entering into this Agreement, [including (without limitation): any act of God, fire, flood, earthquake, pandemic, military action, state or government act or direction, change in any law or regulation, war, riot or act of terrorism, natural disaster, industrial or national labour strikes or other labour disputes (other than labour disputes directly affecting one of the parties), [or any other cause beyond the affected party’s reasonable control]].

    No liability. Neither party will be liable for any non-performance of its obligations due primarily to a Force Majeure Event.

    Notice. A party affected by a Force Majeure Event must give notice of that as soon as practicable following the event.

    Termination. Either party may terminate this Agreement by notice to the other if a Force Majeure Event has continued for [30] days or more.

  • Liability, cappedLast updated 15-01-2021

    Limitation of liability. A party's liability maximum to the other in respect of anything directly or indirectly connected with this Agreement will be limited to $[X] in aggregate.

  • Liability, indirect and consequentialLast updated 15-01-2021

    No indirect loss. Neither party will be liable to the other for any indirect or consequential loss, or for any loss of revenue, profits, goodwill, business or anticipated business, [or] anticipated savings [or for any loss of data], whether or not that loss was, or ought to have been, contemplated by the party in breach.

  • ReputationLast updated 15-01-2021

    Reputation. Neither party may make any statement or perform any other action that may damage the brand or reputation of the other party. If one party is of the reasonable opinion that a statement or action of the other may damage its brand or reputation, it may require the other party to immediately withdraw such statement, cease such action, or make a corrective statement.

Goods and services 7

  • GoodsLast updated 15-01-2021

    Goods. [Supplier] will supply the goods set out in [Schedule 1] to [Customer]:

    (a) to the standards and specifications set out in [Schedule 1]
    (b) in accordance with [industry specifications and best practice];
    (c) in accordance with the [timing / project schedule] set out in [Schedule 1]; and
    (d) to the place and in the manner set out in [Schedule 1].

    Standard of goods. Unless otherwise specified in [Schedule 1], all goods must be:

    (a) fit for the purposes for which they are intended to be used;
    (b) of merchantable quality and free from defects in design, material or construction;
    (c) new and unused; and
    (d) packaged appropriately to protect the goods.

  • Service levels, not guaranteedLast updated 15-01-2021

    Best efforts. [Customer] acknowledges that [Supplier] does not guarantee that the Services will be continuous or fault free. [Supplier] will use commercially reasonable endeavours to meet any applicable service levels. However, notwithstanding the foregoing, failure to meet those service levels does not, in itself, amount to breach of this Agreement.

  • Service levels, remediationLast updated 15-01-2021

    Remediation. In the event of major, sustained, repeated or persistent faults or breach of the service levels, [Supplier] undertakes to investigate the cause of such performance issues and report to [Customer] as to the cause and recommend potential solutions (the Suggested Remediation). If [Customer] is not satisfied with the Suggested Remediation, or if the faults or breaches of service levels continue after the deployment of the Suggested Remediation, [Customer] may terminate this Agreement by notice in writing to [Supplier].

  • Service levels, service creditsLast updated 15-01-2021

    Service Credits. [Supplier] will monitor performance of the Services against the applicable service levels and will provide a [monthly] report detailing performance to [Customer]. [Customer] will calculate any Service Credits due to [Customer] in accordance with the [Service Level Agreement]. Such Service Credits will be applied as a discount to the next invoice for the Services.

  • Service levels, terminationLast updated 15-01-2021

    Termination. [Customer] may terminate this Agreement immediately on notice to [Supplier] if [Supplier] has failed to meet the [Key Performance Indicators] for any service level and that failure is:

    (a) by [33] per cent or more; or
    (b) the [third] or more such failure in the last [six] months.

  • Services, customer friendlyLast updated 15-01-2021

    Services. [Supplier] will provide the Services [and Deliverables] set out in [Schedule 1] to [Customer]:

    (a) to the standards and specifications set out in [Schedule 1];
    (b) in accordance with [industry specifications and best practice]; and|
    (c) in accordance with the [timing / project schedule] set out in [Schedule 1].

  • Services, supplier friendlyLast updated 15-01-2021

    Services. [Supplier] will provide the Services [and Deliverables] set out in [Schedule 1] to Customer in accordance with standards and specifications which, in [Supplier’s] reasonable opinion, accords with prudent industry practice, having regard to:

    (a) any specifications set out in [Schedule 1];
    (b) applicable law and industry standards;
    (c) the instructions of [Customer];
    (d) the urgency required for the Services [and Deliverables]; and
    (e) the agreed budget for the Services [and Deliverables].

Fees and payment 2

  • IndexingLast updated 15-01-2021

    Indexing. The [fees / costs / expenses] in this Agreement will be indexed on [each anniversary of this Agreement/1 January each calendar year] (the Index Date) according to the following formula:

    A = P * (1 + i)

    Where:

    A is the [fees / costs / expenses] payable following the Index Date
    P is the [fees / costs / expenses] payable prior to the Index Date
    i is the most recent [annual] [Consumers Price Index / Producers Price Index / Capital Goods Price Index] published by Statistics New Zealand prior to the Index Date, expressed as a decimal

  • PaymentLast updated 15-01-2021

    Payment. [Customer] will pay [Supplier] all amounts owed by the [20th of the month following the date of invoice]. All payments will be made as cleared funds into [the account set out in the invoice].

Insurance 2

  • Insurance, longer formLast updated 15-01-2021

    Insurance. [Supplier] must at all times maintain insurance of the following types and to the following amounts with a reputable insurance company and on terms reasonably satisfactory to [Customer]:

    (a) general liability with a limit of not less than [x] for any one occurrence;
    (b) professional indemnity with a limit of not less than [y] per event; and
    (c) [others]; and
    (d) any other cover [specified in a Statement of Work] [agreed by the parties from time to time].

    Interested Party. Each insurance policy must [note [Customer’s] interest] [list [Customer] as an interested party].

    Certificate of Currency. On request, [Supplier] will [promptly] provide a certificate of currency, or such other evidence as [Customer] deems satisfactory, which confirms that the insurances required by this Agreement are in place.

    Replacement insurance. Where the insurances required by this Agreement are not in place, or sufficient evidence has not been provided, [Customer] may on behalf of [Supplier] arrange for the required insurance policies to be put in place. [Supplier] will reimburse [Customer] in full for all costs associated with arranging and maintaining such insurances, including any premiums paid by [Customer].

  • Insurance, short formLast updated 15-01-2021

    Insurance. [Supplier] must at all times maintain insurance [for the full replacement value of the [Goods]] [that a prudent company carrying on a similar business as [Supplier] would maintain. [Supplier] must provide evidence of such insurance policies to [Customer] at the request of the [Customer].

Intellectual property 4

  • Intellectual property, definitionsLast updated 15-01-2021

    Meanings. Intellectual Property Rights means any trade marks, patents, designs, service marks, trade names, copyrights, know how, company names, trade secrets, domain names, internet IP or URL addresses, rights in confidential information, and any other intellectual property rights, whether registered or unregistered, and including all applications.

    New Intellectual Property Rights means Intellectual Property Rights developed under this Agreement or in the performance of the Services, [but excluding Pre-existing Intellectual Property Rights] [including Intellectual Property Rights derived from or based on Pre-existing Intellectual Property Rights].

    Pre-existing Intellectual Property Rights means Intellectual Property Rights developed before the date of, or independently from, this Agreement, [including Intellectual Property Rights derived from or based on Pre-existing Intellectual Property Rights.]

  • Intellectual property, ownership retained by SupplierLast updated 15-01-2021

    Ownership.

    (a) Pre-existing Intellectual Property Rights remain the property of their owner.
    (b) New Intellectual Property Rights in [the Deliverables] will be owned by [Supplier].
    (c) [Supplier] grants to the Customer a perpetual, non-exclusive, worldwide, licence to use, copy, modify and distribute [the Deliverables] for [its internal business purposes] [the following purposes: [list]].

  • Intellectual property, ownership transferred to CustomerLast updated 15-01-2021

    Ownership.

    (a) Pre-existing Intellectual Property Rights remain the property of their owner.
    (b) New Intellectual Property Rights in [the Deliverables] become the property of the Customer when they are created, and [Supplier] agrees to do all things necessary to give effect to this clause [x].
    [(c) New Intellectual Property Rights that are not in [the Deliverables] will become the property of the Party that created them.]
    (d) [Supplier] grants to the Customer a perpetual, non-exclusive, worldwide, transferable, sub-licensable and royalty-free licence to use, [for any purpose], all Intellectual Property Rights in [the Deliverables] that are not owned by the Buyer to receive the full benefit of [the Services and Deliverables], [and use, copy, modify and distribute [the Deliverables] [for its internal business purposes].

  • Intellectual property, warranty and liability capLast updated 15-01-2021

    Intellectual Property Warranty. [Supplier] warrants that:

    (a) it is legally entitled to grant the licence in clause [x]; and
    (b) [Customer]’s use of [the Deliverables], will not infringe the Intellectual Property Rights of any third party, provided the [Customer] uses [the Deliverables] in accordance with this Agreement.

    Liability uncapped. [Supplier]’s liability for breach of the warranties in this clause is not subject to any limitation or cap on liability that may be stated elsewhere in this Agreement.

Term and termination 2

  • TermLast updated 15-01-2021

    Term. This Agreement commences on [insert date / date of signing] and remains in force [until/for] [insert date / time period] unless terminated earlier by either party in accordance with the terms of this Agreement (the "Term").

    Extension of Term: [Either party may [by mutual agreement] extend the Term for a further period of [extension period] by giving written notice to the other party no later than [time period] before the end of the then current term.]

  • TerminationLast updated 15-01-2021

    Termination. [Party X] [Either party] may terminate this Agreement immediately if any of the following occurs:

    (a) [Party Y] [The other party] commits a [material] breach of this Agreement which is not rectifiable.
    (b) [Party Y] [The other party] fails to rectify a [material] breach of this Agreement within [x] days of receipt of a written notice of the breach from [Party X]/[the other party]. [Such notice is to be provided in accordance with clause x].
    (c) [Party Y] [The other party] commits a breach of clause[s] [x] of this Agreement.
    (d) [Party Y] [The other party] becomes subject to any form of insolvency administration or proceedings, including any resolution, procedure, or proceedings relating to its liquidation, inability to pay its debts as they fall due, insolvency or the appointment of a receiver, receiver and manager, liquidator, provisional liquidator, administrator, statutory manager or similar officer, or if that party makes an assignment for the benefit of its creditors.

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