The Limited Liability Agreement is essential for businesses and individuals operating in New Zealand who wish to clearly define and limit their potential liability exposure in commercial relationships. This document type is particularly crucial for service providers, consultants, and businesses engaging in activities with significant risk potential. The agreement must comply with New Zealand law, including the Companies Act 1993 and Contract and Commercial Law Act 2017, while effectively balancing the need to limit liability with the requirement for reasonable and enforceable terms. It typically includes provisions for liability caps, exclusions, indemnification, insurance requirements, and dispute resolution mechanisms. The agreement is commonly used in professional services, construction, technology, and other sectors where clear risk allocation is essential for business operations.
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1. Parties: Identifies and defines all parties to the agreement, including their legal status and contact details
2. Background: Sets out the context and purpose of the agreement, including any relevant history or relationships between the parties
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpretation
4. Scope of Agreement: Clearly outlines what activities, services, or relationship the agreement covers
5. Limitation of Liability: Details the specific limitations on liability, including caps, exclusions, and exceptions
6. Indemnification: Specifies mutual or unilateral indemnification obligations and their scope
7. Insurance Requirements: Outlines required insurance coverage and minimum policy amounts
8. Term and Termination: Specifies the duration of the agreement and circumstances for termination
9. Confidentiality: Establishes obligations regarding confidential information
10. Dispute Resolution: Details the process for resolving disputes between parties
11. General Provisions: Includes standard boilerplate clauses such as governing law, notices, and assignment
1. Service Levels: Include when specific performance standards need to be maintained
2. Intellectual Property Rights: Include when IP is being created, used, or licensed as part of the relationship
3. Data Protection and Privacy: Include when personal data or sensitive information is being handled
4. Force Majeure: Include when parties wish to address circumstances beyond their control
5. Compliance with Laws: Include when specific regulatory compliance needs to be addressed
6. Sub-contracting: Include when either party may need to engage third parties
7. Change Control: Include when the scope or services may need to be modified during the term
8. Reporting Requirements: Include when regular reporting or monitoring is required
1. Schedule 1 - Services Description: Detailed description of services or activities covered by the agreement
2. Schedule 2 - Fee Schedule: Pricing, payment terms, and fee calculation methods
3. Schedule 3 - Insurance Requirements: Detailed insurance requirements including types, amounts, and specific coverage
4. Schedule 4 - Service Levels: Detailed performance metrics and service level requirements
5. Schedule 5 - Key Personnel: List of key personnel and their roles/responsibilities
6. Appendix A - Notice Details: Contact details and addresses for formal notices
7. Appendix B - Form of Change Request: Template for requesting and documenting changes to the agreement
8. Appendix C - Compliance Requirements: Specific regulatory or compliance requirements applicable to the relationship
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