Sales Subcontractor Agreement for New Zealand

Sales Subcontractor Agreement Template for New Zealand

A comprehensive legal agreement governed by New Zealand law that establishes a contractual relationship between a principal contractor and a sales subcontractor. This document outlines the terms and conditions for engaging independent sales representatives, including commission structures, performance expectations, territorial rights, and compliance requirements. It incorporates key provisions under New Zealand's Contract and Commercial Law Act 2017, Fair Trading Act 1986, and relevant tax legislation, while ensuring clear delineation between employment and independent contractor status. The agreement includes provisions for protecting intellectual property, maintaining confidentiality, and managing customer relationships.

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What is a Sales Subcontractor Agreement?

The Sales Subcontractor Agreement is designed for businesses operating in New Zealand who wish to expand their sales capacity through independent contractors rather than employees. This document is essential when companies need flexible sales representation without the obligations of direct employment. It addresses key aspects such as commission structures, sales territories, performance metrics, and compliance with New Zealand legislation including the Contract and Commercial Law Act 2017 and Fair Trading Act 1986. The agreement is particularly valuable for businesses seeking to enter new markets, launch new products, or scale their sales operations while maintaining legal compliance and clear contractual boundaries. It includes comprehensive provisions for protecting business interests while providing a framework for successful collaboration with sales subcontractors.

What sections should be included in a Sales Subcontractor Agreement?

1. Parties: Identification of the main contractor and subcontractor, including full legal names, addresses, and company registration details

2. Background: Context of the agreement, nature of the main contractor's business, and purpose of engaging a sales subcontractor

3. Definitions: Key terms used throughout the agreement, including specific sales-related terminology

4. Appointment and Scope: Terms of appointment, designation as independent contractor, and detailed scope of sales activities

5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination

6. Subcontractor Obligations: Core responsibilities, sales targets, reporting requirements, and professional conduct expectations

7. Main Contractor Obligations: Support, materials, and resources to be provided by the main contractor

8. Compensation and Payment: Commission structure, payment terms, expenses, and invoicing requirements

9. Intellectual Property: Ownership and usage rights of trademarks, sales materials, and customer information

10. Confidentiality: Protection of business information, customer data, and trade secrets

11. Non-Compete and Non-Solicitation: Restrictions on competing activities and soliciting customers or employees

12. Insurance and Liability: Required insurance coverage and limitation of liability provisions

13. Dispute Resolution: Process for handling disagreements and specified resolution mechanisms

14. General Provisions: Standard clauses including notices, assignment, governing law, and entire agreement

What sections are optional to include in a Sales Subcontractor Agreement?

1. Territory and Exclusivity: Used when defining specific geographic territories or granting exclusive rights to certain markets

2. Performance Metrics: Include when implementing specific KPIs or performance measurement systems

3. Training Requirements: Necessary when specific training or certification is required for the sales role

4. Customer Relationship Management: Include when specific CRM systems or customer management protocols are required

5. Marketing and Branding: Used when the subcontractor has specific responsibilities for marketing or brand representation

6. Data Protection: Include when the role involves significant handling of personal or sensitive data

7. Compliance Requirements: Necessary when the sales activities are in regulated industries or require specific compliance measures

8. Force Majeure: Include when specific provisions for unforeseen circumstances are needed

What schedules should be included in a Sales Subcontractor Agreement?

1. Schedule 1: Commission Structure: Detailed breakdown of commission rates, tiers, and calculation methods

2. Schedule 2: Sales Territories: Maps and descriptions of assigned sales territories or market segments

3. Schedule 3: Product List: List of products or services the subcontractor is authorized to sell

4. Schedule 4: Sales Targets: Specific sales targets, quotas, and measurement periods

5. Schedule 5: Reporting Templates: Standard forms and templates for sales reporting and documentation

6. Appendix A: Code of Conduct: Detailed behavioral and professional standards for sales activities

7. Appendix B: Expense Policy: Guidelines for allowable expenses and reimbursement procedures

8. Appendix C: Training Materials: Reference materials and required training documentation

Authors

Alex Denne

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

Jurisdiction

New Zealand

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Retail

Technology

Manufacturing

Professional Services

Real Estate

Financial Services

Telecommunications

Construction

Consumer Goods

Industrial Equipment

Software and IT

Healthcare

Educational Services

Consulting Services

Relevant Teams

Sales

Legal

Operations

Commercial

Human Resources

Compliance

Finance

Business Development

Administration

Risk Management

Relevant Roles

Sales Director

Business Development Manager

Commercial Manager

Legal Counsel

Contracts Manager

Sales Operations Manager

Channel Manager

Regional Sales Manager

Chief Revenue Officer

Sales Administrator

Compliance Officer

Human Resources Manager

Chief Commercial Officer

General 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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