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Framework Contract for New Zealand

Framework Contract Template for New Zealand

A Framework Contract under New Zealand law is a comprehensive commercial agreement that establishes the foundational terms and conditions for an ongoing business relationship between parties. It sets out the mechanism for future transactions while addressing key commercial, legal, and operational aspects of the relationship. The agreement operates under New Zealand jurisdiction and complies with local commercial law requirements, including the Contract and Commercial Law Act 2017. It provides flexibility for parties to agree on specific details of individual transactions through separate orders or statements of work, while maintaining consistent overarching terms.

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What is a Framework Contract?

Framework Contracts are essential commercial instruments used to establish long-term business relationships while maintaining flexibility for future transactions. This Framework Contract, governed by New Zealand law, is particularly suitable for situations where parties anticipate multiple transactions over time but want to avoid negotiating terms for each individual deal. It includes comprehensive provisions for ordering processes, performance standards, risk allocation, and commercial terms, while allowing specific details to be agreed through purchase orders or statements of work. The document incorporates key requirements under New Zealand legislation, including the Contract and Commercial Law Act 2017 and Fair Trading Act 1986, making it suitable for both domestic and international business relationships where New Zealand law applies.

What sections should be included in a Framework Contract?

1. Parties: Identifies and defines the contracting parties, including their legal status and registered addresses

2. Background: Sets out the context and purpose of the framework agreement, including the parties' intentions

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Term and Renewal: Specifies the initial term of the framework agreement and any renewal provisions

5. Framework Structure: Explains how the framework operates, including the process for creating individual contracts

6. Ordering Process: Details the procedure for placing and accepting orders under the framework

7. Prices and Payment: Sets out the pricing structure, payment terms, and invoicing requirements

8. Performance Standards: Establishes the required quality standards and service levels

9. Responsibilities and Obligations: Details the key obligations of each party under the framework

10. Intellectual Property Rights: Addresses ownership and usage rights of intellectual property

11. Confidentiality: Defines confidential information and establishes protection obligations

12. Liability and Indemnities: Sets out the liability regime and indemnification obligations

13. Termination: Specifies termination rights and consequences

14. General Provisions: Contains standard boilerplate clauses including notices, amendment process, and governing law

What sections are optional to include in a Framework Contract?

1. Data Protection: Required when personal data processing is involved in the framework relationship

2. Insurance: Important when specific insurance requirements need to be maintained

3. Parent Company Guarantee: Include when financial security from a parent company is required

4. Change Control: Necessary for complex frameworks where formal change processes are needed

5. Export Control: Required when goods or services may be subject to export regulations

6. Anti-Bribery and Corruption: Important for international frameworks or high-value contracts

7. Force Majeure: Optional but recommended for long-term frameworks to address unforeseen circumstances

8. Business Continuity: Important for critical services or long-term supply arrangements

What schedules should be included in a Framework Contract?

1. Schedule 1 - Goods and/or Services: Detailed description of goods/services available under the framework

2. Schedule 2 - Pricing Schedule: Detailed pricing structure, rates, and any volume discounts

3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements

4. Schedule 4 - Form of Order: Template for individual orders under the framework

5. Schedule 5 - Key Personnel: Details of key staff members involved in framework delivery

6. Schedule 6 - Governance: Management structure and meeting requirements

7. Schedule 7 - Change Control Procedure: Detailed process for managing changes to the framework or orders

8. Schedule 8 - Exit Management: Procedures for transitioning at the end of the framework

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

New Zealand

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions








































Clauses








































Relevant Industries

Information Technology

Professional Services

Manufacturing

Construction

Healthcare

Telecommunications

Retail

Energy

Financial Services

Logistics and Supply Chain

Consulting

Relevant Teams

Legal

Procurement

Commercial

Finance

Operations

Risk and Compliance

Supply Chain

Business Development

Vendor Management

Relevant Roles

Commercial Director

Procurement Manager

Legal Counsel

Contract Manager

Supply Chain Manager

Business Development Manager

Operations Director

Chief Financial Officer

Risk Manager

Compliance Officer

Category Manager

Vendor Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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