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Exclusive Subcontractor Agreement Template for Ireland

A comprehensive legal agreement governed by Irish law that establishes an exclusive contractual relationship between a main contractor and a subcontractor. The document outlines the terms under which the subcontractor will provide specified services exclusively to the main contractor, including detailed provisions for service delivery, payment terms, exclusivity obligations, and compliance with Irish regulatory requirements. It incorporates specific provisions addressing competition law, employment status considerations, and data protection obligations under Irish and EU law.

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What is a Exclusive Subcontractor Agreement?

The Exclusive Subcontractor Agreement is designed for businesses operating in Ireland who require a formal legal framework for engaging subcontractors on an exclusive basis. This document is particularly useful when a main contractor needs to secure dedicated service provision from a specialized service provider while ensuring compliance with Irish law. The agreement covers essential elements such as scope of services, payment terms, exclusivity provisions, and regulatory compliance, while addressing specific Irish legal requirements regarding employment status, competition law, and data protection. It's commonly used in situations where the main contractor wants to establish a long-term, exclusive relationship with a subcontractor who possesses specific expertise or capabilities, while clearly delineating the independent contractor relationship to avoid misclassification risks under Irish employment law.

What sections should be included in a Exclusive Subcontractor Agreement?

1. Parties: Identifies the contracting parties - the main contractor and the subcontractor, including full legal names and registered addresses

2. Background: Sets out the context of the agreement, including the main contractor's business, the subcontractor's expertise, and the intention to enter into an exclusive arrangement

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Scope of Services: Details the exclusive appointment and comprehensive description of services to be provided

5. Term and Exclusivity: Specifies the duration of the agreement and the nature of the exclusive arrangement

6. Subcontractor's Obligations: Lists the key responsibilities and duties of the subcontractor

7. Main Contractor's Obligations: Outlines the responsibilities of the main contractor

8. Fees and Payment Terms: Details the compensation structure, payment schedule, and invoicing requirements

9. Intellectual Property Rights: Addresses ownership and usage rights of any IP created during the service provision

10. Confidentiality: Defines confidential information and establishes protection obligations

11. Data Protection: Sets out GDPR compliance requirements and data handling obligations

12. Insurance and Liability: Specifies required insurance coverage and liability limitations

13. Termination: Details circumstances and procedures for ending the agreement

14. Post-Termination Obligations: Outlines obligations that survive agreement termination

15. General Provisions: Contains standard boilerplate clauses including governing law, notices, and entire agreement

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

1. Equipment and Materials: Required when the subcontractor needs specific equipment or materials to perform services

2. Health and Safety: Necessary when services involve on-site work or specific safety requirements

3. Performance Metrics: Include when specific KPIs or service levels need to be maintained

4. Training Requirements: Required when subcontractor needs specific qualifications or ongoing training

5. Non-Solicitation: Include to prevent poaching of staff or clients

6. Change Control: Necessary for agreements where scope of services may need adjustment

7. Force Majeure: Include when services may be impacted by events beyond parties' control

8. Disaster Recovery: Required for critical services requiring business continuity planning

9. Step-In Rights: Include when main contractor needs right to take over services in specific circumstances

What schedules should be included in a Exclusive Subcontractor Agreement?

1. Schedule 1 - Services Description: Detailed specification of services to be provided

2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms

3. Schedule 3 - Service Levels: Specific performance metrics and quality standards

4. Schedule 4 - Key Personnel: Lists key individuals responsible for service delivery

5. Schedule 5 - Compliance Requirements: Specific regulatory or industry standards to be met

6. Schedule 6 - Required Insurance: Detailed insurance requirements and coverage levels

7. Appendix A - Form of Reports: Ƶ for required reporting

8. Appendix B - Change Request Form: Standard form for requesting changes to services

9. Appendix C - Contact Details: Key contact information for both parties

Authors

Alex Denne

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

Jurisdiction

Ireland

Publisher

Ƶ

Cost

Free to use

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