Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Consultancy Agreement (New Zealand) by OLL
Updated 20 Oct 2026
Prefer the original wording?
CONSULTANCY AGREEMENT (NEW ZEALAND)
Governed by New Zealand law
Note: Use this Agreement when a New Zealand business engages a consultant, either a company or a sole trader, to provide defined services such as advice, analysis, design, software or project work, and both of them are in business. It is not an employment agreement: Clause 5 is drafted to meet the statutory test for a specified contractor, who is not an employee. Describe the Services in Schedule 1, complete every yellow field, keep one Option in each Option block and delete the others, and send the final draft to the Consultant early enough for it to take advice before signing.
This Consultancy Agreement (the "Agreement") is made on [effective date] (the "Effective Date") between:
(1) [legal name of the client] ([company number or nzbn of the client]) of [registered office or principal place of business of the client] (the "Client"); and
(2) [legal name of the consultant] ([company number or nzbn of the consultant]) of [registered office or principal place of business of the consultant] (the "Consultant").
The Client and the Consultant are each a "Party" and together the "Parties".
Note: For a company, use its full name as it appears on the Companies Register, its company number or New Zealand Business Number (NZBN) and its registered office. For a sole trader, use the individual's full name (a trading name on its own is not a legal person), their NZBN if they have one, and their principal place of business. Type the number with its label, for example "company number 1234567" or "NZBN 9429 0412 3456 7", so the document says which it is. If a Party is the trustees of a trust, name every trustee followed by the words "as trustees of" and the trust's name. If a Party is a limited partnership, use the partnership's registered name and number, and its general partner signs for it.
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions. In this Agreement:
"Acceptance Criteria" means, for a Deliverable, the criteria for it set out in Schedule 1, Part B, or if none are set out, the description of that Deliverable in Schedule 1, Part B.
"Background Materials" means materials, software, methods, templates, tools, know-how and other works, and the Intellectual Property Rights in them, that the Consultant owns or is licensed to use before the Effective Date or that it creates independently of the Services.
"Client Materials" means information, data, documents and other materials provided by or for the Client to the Consultant for the Services, and the Intellectual Property Rights in them.
"Confidential Information" has the meaning given in Clause 7.1, and "Disclosing Party" and "Receiving Party" have the meanings given there.
"Deliverables" means the outputs described as deliverables in Schedule 1, Part B, and any other report, document, software, design or other material that the Consultant creates specifically for the Client in providing the Services, but not Background Materials.
This is a preview. The full template is free on GitLaw.
A professional consultancy agreement for a New Zealand business engaging a company or sole trader to provide project-based services. It establishes an independent contractor relationship and covers critical terms for intellectual property ownership, liability caps, and GST compliance under New Zealand law.
About this template
What is this template?
This is a services agreement specifically for the New Zealand market. It contains provisions for NZBN identification, GST compliance under the Goods and Services Tax Act 1985, and specific health and safety obligations under the Health and Safety at Work Act 2015. It is not an employment agreement and explicitly excludes employee entitlements like KiwiSaver and holiday pay.
When should you use it?
Use this when a business in New Zealand engages a third party for professional services like software design, marketing, or management advice. If you are hiring an individual who will be under your direct day-to-day supervision and control, use an Employment Agreement instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 2.2 | Standard of the Services | Obliges the Consultant to provide services with the care, skill, and diligence of a competent provider while complying with applicable law. |
| 3.3 | Acceptance | The Client must confirm acceptance or notify of failures to meet Acceptance Criteria within a specified period of Working Days. |
| 4.1 | Fees | Provides three options for payment: a fixed fee, a day rate for specific hours, or an hourly rate with billing increments. |
| 5.1 | Independent contractor | Defines the Consultant as an independent contractor rather than an employee, ensuring they have no authority to bind the Client. |
| 6.1 | Ownership of the Deliverables | Sets out options where the Client either owns the Deliverables via assignment or the Consultant owns them subject to a perpetual licence. |
| 9.3 | Liability cap | Limits each Party's liability to either the total Fees paid in the previous 12 months or a specific NZD amount. |
| 10 | Non-solicitation | Prohibits both Parties from soliciting each other's staff and restricts the Consultant from soliciting the Client's customers for a post-termination period. |
| 11.2 | Ending on notice | Allows either Party to terminate the agreement at any time by providing a minimum number of written Working Days' notice. |
Who it's for
- a New Zealand company engaging a sole trader for specialized project work
- a New Zealand business hiring an external consultancy firm for ongoing advice
- parties requiring GST compliant invoicing and New Zealand tax withholding options
- entities needing to distinguish independent contractors from employees under 2026 statutory tests
How long it runs and how it's signed
How long
Runs for a fixed period
Stated duration
[end date or completion event]
Notice to end it
[termination notice period]
Survives the end
Definitions and Interpretation, Defects found later, Fees and Payment, No employee entitlements, Tax and ACC, Intellectual Property, Confidentiality and Protected Disclosures, Personal Information, Liability and Insurance, Non-solicitation, Disputes and Governing Law, General
Signed by
Client authorised signatory, Consultant authorised signatory
Witness
Not required
Notarisation
Not required
Also needed
company number or NZBN required
Law it's drafted under
Refers to
Goods and Services Tax Act 1985
Refers to
Privacy Act 2020
Governed by
Health and Safety at Work Act 2015
Refers to
Income Tax Act 2007
Refers to
Copyright Act 1994
Governed by
Contract and Commercial Law Act 2017
England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
Jurisdiction
England & Wales
New Zealand
Document info
GitLaw document. Document created on Tue Oct 20th, 2026. Last updated on Tue Oct 20th, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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