We’ve put together a range of resources designed for in-house legal counsel. 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.
Amendments in writingLast updated 02-10-2020
Amendments. Any change to this Agreement may only be made where both parties agree in writing.
AssignmentLast updated 02-10-2020
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.]
Consumer GuaranteesLast updated 02-10-2020
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 02-10-2020
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 02-10-2020
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 02-10-2020
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 02-10-2020
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 02-10-2020
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.
Mutual warrantiesLast updated 02-10-2020
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 02-10-2020
No poaching. [Neither party] [Supplier] will solicit any employee [or client] of [the other] [Customer] during the term of this Agreement and for  months following its expiry or termination.
Notices, no postal noticesLast updated 02-10-2020
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 02-10-2020
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 02-10-2020
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 02-10-2020
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 02-10-2020
Status. This Agreement is binding on the parties in accordance with its terms.
Status, not bindingLast updated 02-10-2020
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 02-10-2020
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, no subcontractingLast updated 02-10-2020
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, independent contractor staffLast updated 02-10-2020
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, related partiesLast updated 02-10-2020
SurvivalLast updated 02-10-2020
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.
Confidentiality, definitionLast updated 02-10-2020
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 02-10-2020
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 02-10-2020
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 02-10-2020
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.
Contract parties, companiesLast updated 02-10-2020
[Supplier] Limited, a registered company with NZBN [x] [and having its registered office at [Street Name, Suburb, City, Postcode], New Zealand]
Contract parties, government departmentsLast updated 02-10-2020
Her Majesty the Queen in right of New Zealand, acting by and through the Chief Executive of the [Ministry/Department for/of...], NZBN [x]
Contract parties, overseas companiesLast updated 02-10-2020
[Supplier Limited / Pte Limited / Pty Limited / plc / Incorporated], a company incorporated under the laws of [overseas country] and registered in New Zealand as an overseas company with NZBN [x][, and having its principal place of business in New Zealand at [Street Name, Suburb, City, Postcode]]
Disputes and liability 14
Default InterestLast updated 02-10-2020
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, mediation (AMINZ)Last updated 20-10-2020
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  working days from the mediator's appointment, unless the parties consent to an extension of this period.
Dispute resolution, negotiationLast updated 20-10-2020
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 02-10-2020
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  days or more.
Liability, cappedLast updated 02-10-2020
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 02-10-2020
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 02-10-2020
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.
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, 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.
Goods and services 7
GoodsLast updated 02-10-2020
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 02-10-2020
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 02-10-2020
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 02-10-2020
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 02-10-2020
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  per cent or more; or
(b) the [third] or more such failure in the last [six] months.
Services, customer friendlyLast updated 02-10-2020
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 02-10-2020
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 02-10-2020
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)
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 02-10-2020
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].
Intellectual property 4
Intellectual property, definitionsLast updated 13-10-2020
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 02-10-2020
(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 02-10-2020
(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 02-10-2020
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.
Insurance, short formLast updated 02-10-2020
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].
Insurance, longer formLast updated 13-10-2020
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].
Term and termination 2
TermLast updated 02-10-2020
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 13-10-2020
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.