Services agreement template

This template document is provided for guidance purposes only. We recommend you obtain the help of a qualified lawyer

to complete it. Use of this document is subject to the terms and conditions set out at www.kindrik.co.nz/templates.

This is a simple supplier friendly B2B

services agreement for one-off low

value/low risk service supplies.

If the services are high value/high risk or

intended to be the subject of multiple

orders (e.g. under a statement of work

model), you should use an agreement

that has been drafted for that purpose

(e.g. more belts and braces).

using this template

The User Notes and the statements in

the footer (all marked in red) are included

to assist you to prepare this document.

They are for reference only. You should

delete all user notes and the statements

in the footer from the final form of your

document.

The use of [square brackets] around

black text means that:

▲ the requested details need to be

inserted

▲ there are different options for you

to consider

▲ the whole clause is optional and

you need to consider whether to

include it, based on your

circumstances and the other

issues set out in the user notes.

Before finalising your document, check

for all square brackets to ensure you

have considered the relevant option and

deleted the brackets.

If you delete any clause or schedule,

remember to cross reference check the

document.

User notes

Template services agreement

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This template document is provided for guidance purposes only. We recommend you obtain the help of a qualified lawyer to complete it. Use of

this document is subject to the terms and conditions set out at www.kindrik.co.nz/templates.

SERVICES AGREEMENT

DATE

PARTIES

1 [INSERT FULL LEGAL NAME][, company number [insert company number]] (Supplier)

2 [INSERT FULL LEGAL NAME][, company number [insert company number]] (Client)

SECTION A: AGREEMENT AND KEY DETAILS

AGREEMENT

The Supplier agrees to provide, and the Client agrees to buy, Services on the terms of the Agreement. The

Agreement comprises:

▲ Section A (Agreement and Key Details), including this cover page and the signature clauses; and

▲ Section B (General Terms).

KEY DETAILS [User note: This section should include all of the “job specific” details relating to the

services to be provided in sufficient detail to provide certainty to both parties.]

Item

Detail

Start date of the

Agreement

[On the date both parties sign it/[Insert date]]. [User note: The start date is

often the date of the Agreement. However, in some cases the parties

may wish to have the Agreement take effect from a future date).]

End date of the

Agreement

The later of [insert date] or the date of delivery of all of the Services. [User

note: While the Agreement will end on the date set out here, the

Agreement provides for certain clauses to continue after expiry or

termination (e.g. confidentiality and IP).]

Services

[Insert description]. [User note: To avoid any dispute as to what is

supposed to be provided, this section should set out in detail the

services to be provided and any deliverable forming part of the

services.]

Requirements

[Insert any requirement relating to the Services not covered by the general

description above or in the General Terms.]

Fees

NZD[Insert the Fees for the Services.] [User note: The fees chargeable

for the services should be set out in this section, including any cap.

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this document is subject to the terms and conditions set out at www.kindrik.co.nz/templates.

E.g. if the work is T&M, the T&M rates should be included, along with

any cap. If the work is fixed price, is this to be paid in one lump sum, in

milestones or on a monthly basis? This should be set out here.]

Invoice dates

[Insert milestones/NA.] [User note: The default position in the

Agreement is that where no invoice dates are set out in this section, the

Supplier will invoice monthly in arrears.]

SIGNED [User note: Assumes two companies are entering into the Agreement. Different signature

clauses may be required for other persons.]

SIGNED for and on behalf of [INSERT FULL

LEGAL NAME] by:

)

Authorised signatory

Print full name

SIGNED for and on behalf of [INSERT FULL

LEGAL NAME] by:

)

Authorised signatory

Print full name

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This template document is provided for guidance purposes only. We recommend you obtain the help of a qualified lawyer to complete it. Use of this document is

subject to the terms and conditions set out at www.kindrik.co.nz/templates.

SECTION B: GENERAL TERMS

1 INTERPRETATION

1.1 Definitions: In the Agreement, the following terms

have the stated meaning:

Agreement: Section A (Agreement and Key Details,

including the cover page and signature clauses) and

Section B (General Terms).

Confidential Information: the terms and conditions of

the Agreement and any information that is not public

knowledge and which is obtained from the other

party in the course of, or in connection with, the

Agreement. The Supplier’s Confidential Information

includes Intellectual Property owned by the Supplier.

Fees: the fees set out in the Key Details.

Force Majeure: an event that is beyond the

reasonable control of a party, excluding an event to

the extent that it could have been avoided by a party

taking reasonable steps or reasonable care.

Intellectual Property Rights: includes copyright and

all rights existing anywhere in the world conferred

under statute, common law or equity relating to

inventions (including patents), registered or

unregistered trade marks and designs, circuit

layouts, data and databases, confidential

information, know-how, and all other rights resulting

from intellectual activity. Intellectual Property has a

consistent meaning.

Key Details: the agreement specific details set out in

Section A of the Agreement.

Services: the services set out in the Key Details.

1.2 Interpretation: In the Agreement:

a clause and other headings are for ease of

reference only and do not affect the

interpretation of the Agreement;

b words in the singular include the plural and vice

versa; and

c a reference to:

i a party to the Agreement includes that

party’s permitted assigns; and

ii including and similar words do not imply

any limit.

2 OBLIGATIONS

2.1 General: In addition to the other obligations of the

Agreement:

a the Supplier must provide the Services:

i in accordance with the Agreement,

including any requirement set out in the

Key Details, and all applicable laws;

ii exercising reasonable care, skill and

diligence; and

iii using suitably skilled, experienced and

qualified staff; and

b the Client must promptly make decisions

(including approvals) and provide the Supplier

with all information reasonably required to

provide the Services.

3 WARRANTIES

3.1 General: The Supplier warrants that the Services

will, at the time they are provided, materially conform

to any requirement set out in the Key Details.

3.2 Breach of warranty: If the Services do not meet a

warranty, at the Client’s request and at the Supplier’s

cost, the Supplier must reperform the Services so

that they meet or satisfy that warranty. The

Supplier’s obligation under this clause 3.2 is the

Client’s sole remedy against the Supplier for breach

of warranty.

3.3 Exclusions:

a To the maximum extent permitted by law, the

Supplier’s warranties are limited to those stated

in clause 3.1. Any implied condition or warranty

(including any warranty under Part 3 of the New

Zealand Contract and Commercial Law Act

2017) is excluded.

b The Client agrees and represents that it is

acquiring the Services for the purposes of

trade. The parties agree that:

i to the maximum extent permissible by law,

the New Zealand Consumer Guarantees

Act 1993 does not apply to the supply of

the Services or the Agreement; and

ii it is fair and reasonable that the parties

are bound by the Agreement, including

this clause 3.3.

4 INTELLECTUAL PROPERTY [User note:

Assumes the Client will own newly created IP if

any, unless that IP incorporates existing IP or

independently developed IP. This is the standard

position taken by Clients. If the Supplier is to

own any IP created under the Agreement, this

clause will need to be modified.]

4.1 Retained Intellectual Property: The following

Intellectual Property (including any modification,

enhancement or derivative work of that Intellectual

Property) remains the property of the current owner,

regardless of its use in the Services:

a Intellectual Property that existed prior to the

date of the Agreement; and

b Intellectual Property that was developed

independently of the Agreement.

Confidential 
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subject to the terms and conditions set out at www.kindrik.co.nz/templates. 
© Kindrik Partners Limited 2020    V1.5 
4 
4.2  Know-how:  To the extent not owned by the 
Supplier, the Client grants the Supplier a royalty-free, 
transferable, irrevocable and perpetual licence to use 
for the Supplier’s own business purposes any know-
how, techniques, ideas, methodologies, and similar 
Intellectual Property used by the Supplier in the 
provision of the Services. 
4.3  Ownership going forward:   
a  Subject to clauses 4.1 and 4.2, all new 
Intellectual Property created or developed by 
the Supplier in providing the Services, is owned 
by the Client on payment in full of all of the 
Fees relating to those Services. 
b  If new Intellectual Property described in clause 
4.3a incorporates Supplier Intellectual Property 
or any third party material, the Supplier grants 
or must obtain for the Client an irrevocable, 
perpetual, non-transferable and fully paid 
licence to use that Intellectual Property or third 
party material within New Zealand for the 
Client’s internal business purposes.  
5  FEES 
5.1  Fees:  The Client must pay the Fees to the Supplier 
for providing the Services.   
5.2  Invoicing: 
a  The Supplier must provide the Client with valid 
GST tax invoices on the dates set out in the 
Key Details, or if there are none, monthly for 
Services undertaken in the previous month. 
b  The Fees exclude GST, which the Client must 
pay on taxable supplies under the Agreement. 
c  The Client must pay the Supplier’s invoice: 
i  by the 20
th
 of the month following the date 
of invoice; and 
ii  electronically in cleared funds without any 
set off or deduction.   
5.3  Overdue amounts:  The Supplier may charge 
interest on overdue amounts.  Interest will be 
calculated from the due date to the date of payment 
(both inclusive) at an annual percentage rate equal 
to the corporate overdraft reference rate (monthly 
charging cycle) applied by the Supplier’s primary 
trading bank as at the due date (or if the Supplier’s 
primary trading bank ceases to quote such a rate, 
then the rate which in the opinion of the bank is 
equivalent to that rate in respect of similar overdraft 
accommodation expressed as a percentage) plus 2% 
per annum. 
6  CONFIDENTIALITY 
6.1  Security:  Each party agrees that, unless it has the 
prior written consent of the other party, it will: 
a  keep confidential at all times the Confidential 
Information of the other party; and 
b  ensure that any personnel or professional 
advisor to whom a party discloses the other 
party’s Confidential Information is aware of, and 
complies with, this clause 6.1. 
6.2  Disclosure required:  The obligations of 
confidentiality in clause 6.1 do not apply to any 
disclosure: 
a  for the purpose of performing the Agreement or 
exercising a party’s rights under the Agreement; 
b  required by law (including under the rules of 
any stock exchange); 
c  of Confidential Information which: 
i  is publicly available through no fault of the 
recipient of the Confidential Information or 
its personnel; or 
ii  was rightfully received from a third party 
without restriction and without breach of 
any obligation of confidentiality; or 
d  by the Supplier if required as part of a bona fide 
sale of its business (assets or shares, whether 
in whole or in part) to a third party, provided that 
the Supplier enters into a confidentiality 
agreement with the third party on terms no less 
restrictive than this clause 6. 
6.3  Return of information:  Except to the extent that a 
party has ongoing rights to use Confidential 
Information, a party must, at the request of the other 
party following the expiry or termination of the 
Agreement, promptly return to the other party or 
destroy all Confidential Information of the other party 
in the recipient party’s possession or control.   
7  LIABILITY 
7.1  Maximum liability:  The maximum aggregate liability 
of the Supplier under or in connection with the 
Agreement, whether in contract, tort (including 
negligence), breach of statutory duty or otherwise, 
must not exceed the Fees paid and/or payable by the 
Client under the Agreement for Services properly 
provided in accordance with the Agreement. 
7.2  Unrecoverable loss:  Except for the Client’s liability 
to pay the Fees, neither party is liable to the other 
under or in connection with the Agreement for any 
loss of profit, data, savings, business, revenue, 
and/or goodwill, or any indirect, consequential, 
incidental or special loss or damage of any kind. 
7.3  Unlimited liability:   
a  Clauses 7.1 and 7.2 do not apply to limit the 
Supplier’s liability for: 
i  personal injury or death; 
ii  fraud or wilful misconduct; or 
iii  breach of clause 6. 

Confidential 
This template document is provided for guidance purposes only.  We recommend you obtain the help of a qualified lawyer to complete it.  Use of this document is 
subject to the terms and conditions set out at www.kindrik.co.nz/templates. 
© Kindrik Partners Limited 2020    V1.5 
5 
b  Clause 7.2 does not apply to limit the Client’s 
liability for those matters stated in clauses 7.3ai 
to 7.3aiii. 
7.4  No liability for the other’s failure:  Neither party will 
be responsible, liable, or held to be in breach of the 
Agreement for any failure to perform its obligations 
under the Agreement or otherwise, to the extent the 
failure is directly caused by the other party failing to 
comply with its obligations under the Agreement, or 
by the negligence or misconduct of the other party or 
its personnel. 
7.5  Mitigation:  Each party must take reasonable steps 
to mitigate any loss or damage, cost or expense it 
may suffer or incur arising out of anything done or 
not done by the other party under or in connection 
with the Agreement. 
8  TERM AND TERMINATION 
8.1  Duration:  Unless terminated under this clause 8, 
the Agreement starts and ends on the dates set out 
in the Key Details.   
8.2  [No fault termination:  Either party may terminate 
the Agreement on no less than one month’s prior 
notice to the other party.]  [User note:  Include this 
clause 8.2 where it would be useful to terminate 
the agreement at will.  If this clause is retained, 
the following clause should be titled “Other 
termination rights”.] 
8.3  [Other t][T]ermination rights:  Either party may, by 
notice to the other party, immediately terminate the 
Agreement if the other party: 
a  breaches any material provision of the 
Agreement and the breach is not: 
i  remedied within 10 days of the receipt of 
the notice from the first party requiring it to 
remedy the breach; or 
ii  capable of being remedied;  
b  has an administrator, receiver, liquidator, 
statutory manager, mortgagee’s or chargee’s 
agent appointed, becomes subject to any form 
of external administration, or ceases to continue 
business for any reason; or 
c  is unable to perform a material obligation under 
the Agreement for 30 days or more due to 
Force Majeure. 
8.4  Consequences of expiry or termination: 
a  Expiry or termination of the Agreement does not 
affect each party’s rights and obligations 
accrued before the expiry or termination date. 
b  The Client must pay for Services provided 
before the expiry or termination date. 
8.5  Obligations continuing:  Clauses which, by their 
nature are intended to survive expiry or termination, 
including clauses 6, 7 and 8, continue in force. 
9  DISPUTES 
9.1  Good faith negotiations:  Before taking any court 
action, a party must use best efforts to resolve any 
dispute under, or in connection with, the Agreement 
through good faith negotiations. 
9.2  Obligations continue:  Each party must, to the 
extent possible, continue to perform its obligations 
under the Agreement even if there is a dispute. 
9.3  Right to seek relief:  This clause 9 does not affect 
either party’s right to seek urgent interlocutory and/or 
injunctive relief. 
10  GENERAL PROVISIONS 
10.1  Force Majeure:  Neither party is liable to the other 
for any failure to perform its obligations under the 
Agreement to the extent caused by Force Majeure, 
provided that the affected party: 
a  immediately notifies the other party and 
provides full information about the Force 
Majeure; 
b  uses best endeavours to overcome the Force 
Majeure; and 
c  continues to perform its obligations as far as 
practicable. 
10.2  Waiver:  To waive a right under the Agreement, that 
waiver must be in writing and signed by the waiving 
party. 
10.3  Independent contractor:  The Supplier is an 
independent contractor of the Client.  No other 
relationship (e.g. joint venture, agency, trust or 
partnership) exists under the Agreement. 
10.4  Notices:  A notice given by a party under the 
Agreement must be delivered via email to an email 
address notified by the other party for this purpose.  
If the notice is given under clause 8, a copy of that 
email must be immediately delivered (by hand or 
courier) to the Chief Executive or equivalent officer of 
the other party at the other party’s last known 
physical address.   
10.5  Severability:  Any illegality, unenforceability or 
invalidity of a provision of the Agreement does not 
affect the legality, enforceability or validity of the 
remaining provisions of the Agreement. 
10.6  Variation:  Any variation to the Agreement must be 
in writing and signed by both parties. 
10.7  Entire Agreement:  The Agreement sets out 
everything agreed by the parties relating to the 
Services and supersedes and cancels anything 
discussed, exchanged or agreed prior to the 
Agreement’s start.  The parties have not relied on 
any representation, warranty or agreement relating to 
the subject matter of the Agreement that is not 
expressly set out in the Agreement, and no such 
representation, warranty or agreement has any effect 
from the Agreement’s start.  Without limiting the 
previous sentence, the parties agree to contract out 

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of sections 9, 12A, and13 of the Fair Trading Act

1986, and it is fair and reasonable that the parties

are bound by this clause 10.7.

10.8 Subcontracting and assignment: Neither party

may assign, subcontract or transfer any right or

obligation under the Agreement without the prior

written approval of the other (not to be unreasonably

withheld). The first party remains liable for its

obligations under the Agreement despite any

approved assignment, subcontracting, or transfer.

10.9 Law: The Agreement is governed by, and must be

interpreted in accordance with, the laws of New

Zealand. Each party submits to the non-exclusive

jurisdiction of the Courts of New Zealand in relation

to any dispute connected with the Agreement.

10.10 Counterparts: The Agreement may be signed in

counterparts, each of which constitutes an original

and all of which constitute the same agreement. A

party may enter the Agreement by signing and

sending (including by email) a counterpart copy to

the other party.