Independent Contractor Agreement Nz Template WORD

Independent Contractor Agreement

Document ID: TR-ICA-NZ-001 Effective Date: [____/____/2026]

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Instructions for Use

• Completion: This agreement must be completed by both the Principal (the company engaging the contractor) and the Contractor (the individual or entity providing services). All [__________] fields must be accurately filled.
• Filing & Retention: Retain an executed copy for a minimum of seven (7) years following termination or expiration. Store securely in both digital and physical formats.
• Mandatory Attachments: Ensure Schedule A (Services and Fees) is completed and attached. Any other specific scope of work documents or policies (e.g., specific confidentiality agreements) should be referenced and attached.

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INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the "Agreement") is made and entered into on this [__________] day of [__________], [__________] ([____/____/2026])

BETWEEN:

1. [Principal Company Name] (hereinafter referred to as "the Principal")
   • NZ Company Number: [__________]
   • Registered Office Address: [____________________________________________________]
   • Email: [_________________________]
   • Contact Person: [_________________________]

AND

2. [Contractor Name/Company Name] (hereinafter referred to as "the Contractor")
   • [ ] Individual Contractor:
     • IRD Number: [__________]
     • Residential Address: [____________________________________________________]
   • [ ] Company Contractor:
     • NZ Company Number: [__________]
     • Registered Office Address: [____________________________________________________]
   • Email: [_________________________]
   • Contact Person (if company): [_________________________]

(The Principal and the Contractor are collectively referred to as "the Parties" and individually as "a Party")

RECITALS

A. The Principal is engaged in the business of [____________________________________________________]. B. The Contractor holds itself out as having expertise in [____________________________________________________]. C. The Principal desires to engage the Contractor to provide certain services, and the Contractor desires to provide such services, strictly as an independent contractor, subject to the terms and conditions of this Agreement.

OPERATIVE PROVISIONS

1. TERM

1.1 This Agreement shall commence on [____/____/2026] (the "Commencement Date") and shall continue until: * [ ] The Services as defined in Clause 2 are completed. * [ ] [____/____/2026] (the "Fixed Term End Date"), unless terminated earlier in accordance with Clause 12. * [ ] Unless terminated earlier in accordance with Clause 12, on an ongoing basis until either Party provides [__________] ([6-12]) days' written notice of termination.

2. SERVICES

2.1 The Contractor agrees to provide the services described in detail in Schedule A attached hereto (the "Services"). 2.2 The Contractor shall perform the Services with due care, skill, and diligence, and to the best of its ability, in a professional and timely manner. 2.3 The Principal acknowledges that the Contractor shall determine the manner and means by which the Services are performed, consistent with the requirements of this Agreement.

3. FEES AND PAYMENT

3.1 Fees: The Principal agrees to pay the Contractor for the Services in accordance with the rates and payment structure set out in Schedule A. 3.2 Invoicing: The Contractor shall submit invoices to the Principal: * [ ] On a [weekly/fortnightly/monthly] basis. * [ ] Upon completion of specific milestones. * [ ] Upon completion of the Services. * All invoices must clearly detail the Services provided, dates of service, and the corresponding fees, and include the Contractor's GST number if applicable. 3.3 Payment Terms: The Principal shall pay undisputed invoices within [__________] ([7-20]) days of receipt of a valid invoice. 3.4 Expenses: The Principal shall reimburse the Contractor for pre-approved, reasonable, and documented expenses incurred directly in the performance of the Services, as specified in Schedule A. All expense claims must be supported by original receipts. 3.5 GST: If the Contractor is GST registered, all fees and expenses are exclusive of GST unless otherwise stated, and GST will be added to invoices at the prevailing rate. The Contractor's GST Number is [__________]. 3.6 Taxes and Levies: The Contractor is solely responsible for payment of all taxes, ACC levies, and other governmental charges related to the compensation received under this Agreement. The Principal will not deduct PAYE or other similar taxes from payments made to the Contractor.

4. RELATIONSHIP OF PARTIES

4.1 The Parties agree that the Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of the Principal. This Agreement does not create an employer-employee relationship. 4.2 The Contractor shall have no authority to bind the Principal or to enter into contracts on the Principal's behalf. 4.3 The Contractor is solely responsible for its own superannuation, ACC levies, income tax, GST (if applicable), and any other statutory or regulatory contributions or deductions. 4.4 The Contractor is not entitled to any employee benefits, including but not limited to annual leave, sick leave, public holidays, long service leave, or superannuation contributions, from the Principal. 4.5 The Contractor is free to offer services to other parties, provided such services do not conflict with the Contractor's obligations under this Agreement, particularly concerning confidentiality and intellectual property.

5. CONTRACTOR'S OBLIGATIONS

5.1 The Contractor shall supply all necessary tools, equipment, and resources required to perform the Services, unless otherwise expressly agreed in writing in Schedule A. 5.2 The Contractor shall ensure that all persons performing the Services on its behalf are suitably qualified, experienced, and competent. 5.3 The Contractor shall comply with all applicable laws, regulations, and industry standards relevant to the performance of the Services in New Zealand.

6. PRINCIPAL'S OBLIGATIONS

6.1 The Principal shall provide the Contractor with all necessary information, access, and cooperation required for the Contractor to perform the Services. 6.2 The Principal shall make timely payments of fees and approved expenses as per Clause 3.

7. INTELLECTUAL PROPERTY

7.1 All intellectual property rights, including but not limited to copyright, patents, trademarks, and design rights, in any works, deliverables, materials, or inventions created, developed, or produced by the Contractor in the course of performing the Services for the Principal ("Work Product") shall vest absolutely in the Principal upon creation. 7.2 The Contractor hereby assigns to the Principal all present and future intellectual property rights in the Work Product. The Contractor agrees to execute all documents and perform all acts reasonably necessary to give effect to this assignment. 7.3 The Contractor warrants that the Work Product will not infringe the intellectual property rights of any third party. 7.4 The Contractor grants the Principal a perpetual, irrevocable, worldwide, royalty-free licence to use any pre-existing intellectual property of the Contractor incorporated into the Work Product for the Principal's business purposes.

8. CONFIDENTIALITY

8.1 "Confidential Information" means all information disclosed by one Party to the other, whether orally, in writing, or by any other means, that is designated as confidential or that, by its nature, would reasonably be understood to be confidential. This includes, but is not limited to, business plans, financial information, client lists, trade secrets, software, and technical data. 8.2 Each Party agrees to keep all Confidential Information of the other Party strictly confidential and not to disclose it to any third party or use it for any purpose other than for the performance of this Agreement, both during the term of this Agreement and indefinitely thereafter. 8.3 The obligations of confidentiality shall not apply to information that: * (a) is or becomes publicly available without breach of this Agreement; * (b) was rightfully in the receiving Party's possession prior to disclosure; * (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; * (d) is disclosed with the prior written consent of the disclosing Party; or * (e) is required to be disclosed by law or by order of a court or regulatory authority. 8.4 Upon termination of this Agreement, each Party shall, at the other's request, promptly return or destroy all Confidential Information of the other Party.

9. INDEMNITY

9.1 The Contractor shall indemnify and hold harmless the Principal, its directors, officers, employees, and agents from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with: * (a) any breach of this Agreement by the Contractor; * (b) any negligent act or omission or wilful misconduct by the Contractor in the performance of the Services; * (c) any third-party claim alleging infringement of intellectual property rights by the Work Product or Services provided by the Contractor; * (d) any claim that the Contractor is an employee of the Principal.

10. INSURANCE

10.1 The Contractor shall, at its own expense, maintain adequate insurance cover for the duration of this Agreement, including but not limited to: * [ ] Public Liability Insurance with a minimum cover of NZD [____________________] ([$2,000,000 - $5,000,000]). * [ ] Professional Indemnity Insurance with a minimum cover of NZD [____________________] ([$1,000,000 - $2,000,000]), if providing professional services. 10.2 The Contractor shall provide evidence of such insurance policies to the Principal upon request.

11. HEALTH AND SAFETY

11.1 The Parties acknowledge their respective obligations under the Health and Safety at Work Act 2015 (NZ). 11.2 The Contractor shall, at all times while performing the Services, comply with all reasonable health and safety policies and procedures of the Principal, if working on the Principal's premises, and with all applicable health and safety legislation.

12. TERMINATION

12.1 Termination by Notice: Where the Agreement is not for a fixed term, either Party may terminate this Agreement by giving [__________] ([14-60]) days' written notice to the other Party. 12.2 Termination for Cause: Either Party may terminate this Agreement immediately by written notice if the other Party: * (a) materially breaches any provision of this Agreement and fails to remedy the breach within [__________] ([7-14]) days of receiving written notice requiring it to do so; * (b) becomes insolvent, enters into liquidation, or has a receiver or administrator appointed over any of its assets. 12.3 Effect of Termination: Upon termination of this Agreement for any reason: * (a) The Contractor shall immediately cease all Services and submit a final invoice for Services performed up to the date of termination. * (b) The Principal shall pay all undisputed fees and expenses due to the Contractor up to the effective date of termination. * (c) The Contractor shall return to the Principal all property, equipment, Confidential Information, and Work Product belonging to the Principal. * (d) Clauses 7, 8, 9, 12.3, 13, 14, and 18 shall survive termination.

13. DISPUTE RESOLUTION

13.1 If any dispute arises between the Parties concerning this Agreement, the Parties shall first attempt to resolve the dispute through good faith negotiations. 13.2 If the dispute cannot be resolved within [__________] ([14-30]) days of one Party giving written notice of the dispute to the other, either Party may refer the dispute to mediation in accordance with the LEADR New Zealand Incorporated Standard Mediation Agreement (or such other mediation body as the Parties may agree). The costs of mediation shall be borne equally by the Parties. 13.3 No Party shall commence legal proceedings (except for urgent interlocutory relief) unless the mediation process has been exhausted.

14. GOVERNING LAW AND JURISDICTION

14.1 This Agreement shall be governed by and construed in accordance with the laws of New Zealand. 14.2 The Parties irrevocably submit to the non-exclusive jurisdiction of the courts of New Zealand.

15. ENTIRE AGREEMENT

15.1 This Agreement, including Schedule A, constitutes the entire agreement between the Parties and supersedes all prior discussions, negotiations, and agreements, whether oral or written, relating to the subject matter hereof.

16. SEVERABILITY

16.1 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be severed from the Agreement, and the remaining provisions shall continue in full force and effect.

17. ASSIGNMENT

17.1 Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

18. NOTICES

18.1 Any notice required or permitted under this Agreement shall be in writing and delivered personally, sent by pre-paid post, or by email to the addresses specified at the beginning of this Agreement, or such other address as a Party may notify to the other in writing. 18.2 A notice shall be deemed received: * (a) if delivered personally, at the time of delivery; * (b) if sent by pre-paid post, two (2) business days after posting; * (c) if sent by email, at the time the email enters the recipient's information system and is capable of being retrieved by the recipient (provided no delivery failure message is received).

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EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

FOR THE PRINCIPAL:

[___________________________________] Authorized Signature

[___________________________________] Printed Name

[___________________________________] Title

Date: [____/____/2026]

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FOR THE CONTRACTOR:

[___________________________________] Authorized Signature

[___________________________________] Printed Name

[___________________________________] Title/Capacity

Date: [____/____/2026]

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SCHEDULE A: SERVICES AND FEES

1. DESCRIPTION OF SERVICES

The Contractor shall provide the following services:

• [____________________________________________________]
• [____________________________________________________]
• [____________________________________________________]
• Please attach a detailed Scope of Work document if required, titled "Schedule A.1 - Scope of Work".

2. DELIVERABLES / OUTCOMES

The Contractor is expected to produce the following specific deliverables or achieve the following outcomes:

• [____________________________________________________]
• [____________________________________________________]
• [____________________________________________________]

3. FEES AND PAYMENT STRUCTURE

• [ ] Fixed Project Fee: NZD [_________________________] for the complete scope of Services outlined above.
  • Payment milestones:
    • [__________]% upon commencement.
    • [__________]% upon completion of milestone [_________________________].
    • [__________]% upon final acceptance of all Services/Deliverables.
• [ ] Hourly Rate: NZD [_________________________] per hour.
  • Estimated total hours: [__________]
  • Maximum hours not to be exceeded without prior written approval: [__________]
• [ ] Daily Rate: NZD [_________________________] per day (based on [__________] hours).
• [ ] Retainer: NZD [_________________________] per [month/quarter] for [__________] hours of service per [month/quarter].
  • Additional hours: NZD [_________________________] per hour.

4. EXPENSES

• [ ] No expenses are reimbursable.
• [ ] The following expenses are reimbursable upon prior written approval and submission of valid receipts:
  • [ ] Travel expenses (e.g., flights, accommodation, mileage at [__________] NZD/km).
  • [ ] Materials or software required for services (up to NZD [_________________________]).
  • [ ] Other pre-approved expenses: [_________________________]

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Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.