Subcontractor framework agreement

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This subcontractor framework agreement comes in two different versions: a short-form version and a standard-form version.


This agreement creates a legal framework for the provision and receipt of subcontracted services. It should be signed at the start of the relationship between a business and a subcontractor, and can cover all future work undertaken by the contractor for the business.

In relation to each piece of work, the parties should agree and sign off any variables, which can be set out in a statement of work. All the statements of work, together with the framework agreement, constitute the contract.

The agreement comes in two different versions: basic and standard. The former contains a subset of the provisions of the latter.

The basic version of the framework agreement should not be used where intellectual property rights need to be assigned or licensed; in that case, use the standard version of the agreement

Similarly, the basic version, unlike the standard version, does not include a personal data processing clause. The personal data processing clause in the standard document has been updated for the GDPR.

AGREEMENT BODY

  1. Definitions
  2. Term
  3. Services
  4. Deliverables (standard only)
  5. Company Materials (standard only)
  6. Intellectual Property Rights (standard only)
  7. Charges
  8. Payments
  9. Non-solicitation: restrictions on Subcontractor
  10. Subcontractor's confidentiality obligations
  11. Data protection (standard only)
  12. Warranties
  13. Indemnity (standard only)
  14. Limitations and exclusions of liability
  15. Force Majeure Event (standard only)
  16. Termination
  17. Effects of termination
  18. Status of Subcontractor
  19. Notices (standard only)
  20. Subcontracting
  21. General
  22. Interpretation

SCHEDULE 1 (DATA PROCESSING INFORMATION) (standard only)

  1. Categories of data subject
  2. Types of Personal Data
  3. Purposes of processing
  4. Security measures for Personal Data
  5. Sub-processors of Personal Data

SCHEDULE 2 (FORM OF STATEMENT OF WORK)

  1. Specification of Services
  2. Specification of Deliverables (standard only)
  3. Timetable
  4. Company Materials (standard only)
  5. Financial provisions

This template is supplied in Word (.doc) format and is 25 pages long, including 11 pages of guidance notes (basic version) and 41 pages long, including 19 pages of guidance notes (standard version).

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