This Corporate Agreement template is designed for use in New Zealand business contexts where companies need to establish formal commercial relationships. It is particularly suited for medium to long-term business arrangements between corporate entities, incorporating all necessary elements required under New Zealand law, including the Companies Act 1993, Contract and Commercial Law Act 2017, and relevant commercial legislation. The document provides comprehensive coverage of essential business terms, risk allocation, operational requirements, and governance mechanisms, while maintaining sufficient flexibility to be adapted for specific industry requirements and commercial contexts. It is structured to facilitate both straightforward and complex corporate relationships, with optional modules for specific business needs.
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1. Parties: Identifies and defines the contracting parties with their full legal names and details
2. Background: Sets out the context and purpose of the agreement
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules
4. Term and Commencement: Specifies when the agreement starts and its duration
5. Obligations of the Parties: Details the core responsibilities and commitments of each party
6. Payment Terms: Specifies pricing, payment schedules, and related financial terms
7. Representations and Warranties: States the promises and assurances made by each party
8. Intellectual Property: Addresses ownership and usage rights of IP
9. Confidentiality: Governs the handling of confidential information
10. Liability and Indemnities: Sets out liability limitations and indemnification obligations
11. Termination: Specifies how and when the agreement can be terminated
12. Dispute Resolution: Establishes the process for resolving disputes
13. General Provisions: Contains standard boilerplate clauses including governing law, notices, and assignment
1. Service Levels: Include when specific performance metrics need to be maintained
2. Data Protection: Include when personal data processing is involved
3. Force Majeure: Include when protection against unforeseen events is needed
4. Insurance: Include when specific insurance requirements need to be maintained
5. Change Control: Include when formal processes for changes are needed
6. Audit Rights: Include when one party needs to audit the other's compliance
7. Anti-Bribery and Corruption: Include for international dealings or high-risk sectors
8. Business Continuity: Include for critical business relationships
9. Environmental Compliance: Include when environmental impacts are relevant
1. Schedule 1 - Services/Products: Detailed description of services or products being provided
2. Schedule 2 - Pricing and Payment: Detailed pricing structures, rates, and payment terms
3. Schedule 3 - Service Levels: Detailed performance metrics and measurement methods
4. Schedule 4 - Key Personnel: Lists key people involved in contract delivery
5. Schedule 5 - Implementation Plan: Timeline and milestones for contract implementation
6. Schedule 6 - Technical Requirements: Technical specifications and requirements
7. Schedule 7 - Form of Change Order: Template for documenting agreed changes
8. Appendix A - Insurance Requirements: Detailed insurance obligations and coverage levels
9. Appendix B - Approved Subcontractors: List of pre-approved subcontractors if relevant
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Professional Services
Retail
Healthcare
Construction
Energy
Transportation
Agriculture
Education
Telecommunications
Mining and Resources
Real Estate
Tourism
Relevant Teams
Legal
Finance
Commercial
Procurement
Risk and Compliance
Corporate Secretariat
Business Development
Operations
Strategy
Executive Leadership
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Commercial Director
Head of Legal
Corporate Secretary
Business Development Manager
Procurement Manager
Contract Manager
Risk Manager
Compliance Officer
Operations Director
Managing Director
Legal Counsel
Commercial Manager
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