Accurate
Country-specific legal content
Drafted with legal expertise for each jurisdiction, far more thorough than AI-generated drafts that copy generic clauses across borders.
BusinessNZ
Independent Contractor Agreement Template
An independent contractor agreement sets out the terms on which a self-employed contractor provides services to a principal. Use our free New Zealand template to document scope, fees, intellectual property, and the true contractor relationship under the Employment Relations Act 2000 and IRD rules.
Free to useInstant PDFNo account required
PDF (free) + editable Word (.docx) with Expert
INDEPENDENT CONTRACTOR AGREEMENT
CLIENT
Pacific Tech Solutions Ltd.
100 Greys Avenue, Auckland CBD, Auckland 1010
Email: projects@pacifictech.co.nz
Email: projects@pacifictech.co.nz
By: Mia H. Rangi, Head of Engineering
CONTRACTOR
Thomas J. Fitzgerald Consulting
77 Willis Street, Wellington 6011
NZBN: 9429046123456
Phone: +64 21 555 0147
NZBN: 9429046123456
Phone: +64 21 555 0147
By: thomas@fitzgeraldconsulting.co.nz
Effective: 1 June 2026 to 31 December 2026
Hourly: $185.00 (excl. GST)
This Independent Contractor Agreement (this "Agreement") is entered into as of 1 June 2026 by and between Pacific Tech Solutions Ltd. ("Client") and Thomas J. Fitzgerald Consulting ("Contractor"). The parties intend that this Agreement creates an independent contractor relationship and does not create an employment relationship within the meaning of section 6 of the Employment Relations Act 2000 (as amended by the Employment Relations Amendment Act 2026, in force 21 February 2026). The parties agree as follows:
1.
SERVICES
The Contractor agrees to provide the following services to the Client (the "Services"):
Full-stack software development for the Client's customer-facing mobile application, including: React Native front-end implementation, Node.js / NestJS API design, PostgreSQL schema and query optimisation, automated test coverage (Jest + Detox), CI/CD pipeline configuration (GitHub Actions), and fortnightly delivery cadence aligned with the Client's sprint cycle.
The Contractor shall perform the Services in a professional and workmanlike manner consistent with the standards of care, skill and diligence ordinarily exercised by competent practitioners providing comparable services in New Zealand. Consistent with the Contractor's status as an independent contractor, the Contractor determines the manner, means and timing of performing the Services, subject only to the Client's reasonable requirements as to the results, deliverables and any agreed milestones.
Full-stack software development for the Client's customer-facing mobile application, including: React Native front-end implementation, Node.js / NestJS API design, PostgreSQL schema and query optimisation, automated test coverage (Jest + Detox), CI/CD pipeline configuration (GitHub Actions), and fortnightly delivery cadence aligned with the Client's sprint cycle.
The Contractor shall perform the Services in a professional and workmanlike manner consistent with the standards of care, skill and diligence ordinarily exercised by competent practitioners providing comparable services in New Zealand. Consistent with the Contractor's status as an independent contractor, the Contractor determines the manner, means and timing of performing the Services, subject only to the Client's reasonable requirements as to the results, deliverables and any agreed milestones.
2.
TERM AND TERMINATION
This Agreement commences on 1 June 2026 and continues until 31 December 2026, unless terminated earlier under this clause. Termination for convenience. Either party may terminate this Agreement by giving 14 days' written notice to the other. Termination for cause. Either party may terminate this Agreement immediately by written notice if the other party: (a) commits a material breach of this Agreement that, if capable of remedy, is not remedied within ten (10) Business Days of written notice; (b) becomes insolvent, has a liquidator, receiver or statutory manager appointed, or is unable to pay its debts as they fall due; or (c) engages in conduct that materially damages the other party's commercial reputation or business interests. On termination for any reason, the Client shall pay the Contractor a pro-rata amount for Services satisfactorily completed up to the date of termination, together with any pre-approved expenses properly incurred. Clauses concerning Confidentiality, Intellectual Property, Restraint of Trade (if included), Limitation of Liability and Governing Law survive termination.
3.
FEES, GST AND SCHEDULAR PAYMENTS
Fees. The Client shall pay the Contractor a hourly rate of $185.00 (excl. GST) for the Services. Payment is due Net 20 days from invoice date (NZ commercial standard). The Contractor shall submit a compliant tax invoice itemising the Services performed and any agreed expenses.
GST. The Contractor is registered for GST. The Contractor's GST number is 112-345-678. All fees stated are exclusive of GST, and GST at the prevailing rate (currently 15% under the Goods and Services Tax Act 1985) will be added to each invoice.
Schedular payments (IR330C). The Contractor will provide the Client with a completed IR330C – Tax rate notification for contractors before the first payment is made. The Contractor elects a withholding rate of 20%, being not less than the statutory minimum of 10% for New Zealand tax residents (or 15% for non-residents) under the Income Tax Act 2007 (Schedule 4). If no valid IR330C is held, the Client must withhold at the no-notification rate of 45%. The Client will report and pay withholdings to Inland Revenue and provide the Contractor with end-of-year summaries.
No employee deductions. The Client is not required to deduct PAYE, KiwiSaver contributions, ACC earner levies or any other employee-related amount. The Contractor is solely responsible for its own income tax, GST, ACC levies under the Accident Compensation Act 2001, and any voluntary retirement savings.
GST. The Contractor is registered for GST. The Contractor's GST number is 112-345-678. All fees stated are exclusive of GST, and GST at the prevailing rate (currently 15% under the Goods and Services Tax Act 1985) will be added to each invoice.
Schedular payments (IR330C). The Contractor will provide the Client with a completed IR330C – Tax rate notification for contractors before the first payment is made. The Contractor elects a withholding rate of 20%, being not less than the statutory minimum of 10% for New Zealand tax residents (or 15% for non-residents) under the Income Tax Act 2007 (Schedule 4). If no valid IR330C is held, the Client must withhold at the no-notification rate of 45%. The Client will report and pay withholdings to Inland Revenue and provide the Contractor with end-of-year summaries.
No employee deductions. The Client is not required to deduct PAYE, KiwiSaver contributions, ACC earner levies or any other employee-related amount. The Contractor is solely responsible for its own income tax, GST, ACC levies under the Accident Compensation Act 2001, and any voluntary retirement savings.
4.
WORKER CLASSIFICATION — GATEWAY TEST
The parties confirm the following statements with reference to the "gateway test" for specified contractors introduced by the Employment Relations Amendment Act 2026 (in force 21 February 2026), which inserted section 6AAA into the Employment Relations Act 2000:
(a) This Agreement is a written agreement that expressly states that the Contractor is an independent contractor and is not an employee — YES.
(b) The Contractor is free to perform work or services for parties other than the Client (other than simultaneously with these Services) — YES.
(c) The Contractor controls when the work is performed or is permitted to subcontract or delegate the work (subject only to limited vetting for qualifications, security clearance or criminal record) — YES.
(d) This Agreement does not end solely because the Contractor declines additional work offered by the Client — YES.
(e) The Contractor had a reasonable opportunity to seek independent legal or accounting advice about this Agreement before signing — YES.
Where each of statements (a) to (e) is YES, the Contractor is a specified contractor and the question of employment status cannot be challenged in the Employment Relations Authority or the Employment Court (s 6AAA(3) ERA 2000). Where any statement is NO, the common law "real nature of the relationship" test under s 6 ERA 2000 (as explained in Bryson v Three Foot Six Ltd [2005] NZSC 34) continues to apply.
(a) This Agreement is a written agreement that expressly states that the Contractor is an independent contractor and is not an employee — YES.
(b) The Contractor is free to perform work or services for parties other than the Client (other than simultaneously with these Services) — YES.
(c) The Contractor controls when the work is performed or is permitted to subcontract or delegate the work (subject only to limited vetting for qualifications, security clearance or criminal record) — YES.
(d) This Agreement does not end solely because the Contractor declines additional work offered by the Client — YES.
(e) The Contractor had a reasonable opportunity to seek independent legal or accounting advice about this Agreement before signing — YES.
Where each of statements (a) to (e) is YES, the Contractor is a specified contractor and the question of employment status cannot be challenged in the Employment Relations Authority or the Employment Court (s 6AAA(3) ERA 2000). Where any statement is NO, the common law "real nature of the relationship" test under s 6 ERA 2000 (as explained in Bryson v Three Foot Six Ltd [2005] NZSC 34) continues to apply.
5.
INDEPENDENT CONTRACTOR STATUS
The Contractor is an independent contractor and not an employee, partner, agent or joint venturer of the Client. Accordingly: (a) the Contractor has no authority to bind the Client other than as expressly authorised in writing; (b) the Contractor provides its own tools, equipment, software and workspace unless otherwise agreed; (c) the Contractor is not entitled to annual leave, sick leave, public holidays, parental leave, bereavement leave, KiwiSaver employer contributions, redundancy compensation or any other benefit conferred by the Employment Relations Act 2000, Holidays Act 2003, Parental Leave and Employment Protection Act 1987 or KiwiSaver Act 2006; and (d) the Contractor has the right to perform services for other clients, subject only to the confidentiality and (if included) restraint provisions of this Agreement.
The parties acknowledge the line of authority on worker classification — Bryson v Three Foot Six Ltd [2005] NZSC 34, Leota v Parcel Express Ltd [2020] NZEmpC 61, and Rasier Operations BV v E Tū Inc [2025] NZSC 162 — and have structured this engagement in good faith to reflect a genuine contractor arrangement (independent business, control over method, ability to profit from efficient performance, freedom to provide services to others). If a court or the Employment Relations Authority nonetheless determines that the relationship is or has become one of employment, the parties will negotiate in good faith to restructure on terms reflecting that finding, without disturbing payments already made.
The parties acknowledge the line of authority on worker classification — Bryson v Three Foot Six Ltd [2005] NZSC 34, Leota v Parcel Express Ltd [2020] NZEmpC 61, and Rasier Operations BV v E Tū Inc [2025] NZSC 162 — and have structured this engagement in good faith to reflect a genuine contractor arrangement (independent business, control over method, ability to profit from efficient performance, freedom to provide services to others). If a court or the Employment Relations Authority nonetheless determines that the relationship is or has become one of employment, the parties will negotiate in good faith to restructure on terms reflecting that finding, without disturbing payments already made.
6.
HEALTH AND SAFETY
Each party is a Person Conducting a Business or Undertaking (PCBU) for the purposes of the Health and Safety at Work Act 2015 (HSWA 2015) and owes the primary duty of care under s 36 HSWA 2015 so far as is reasonably practicable. Where the Services are performed at the Client's premises or worksite, the Client (as the PCBU with management or control of that workplace) shall ensure the workplace is without risks to health and safety, and shall provide reasonable induction, hazard information and any required personal protective equipment. The Contractor shall take reasonable care of its own health and safety and that of others affected by its work, comply with the Client's documented health and safety policies, report incidents and near misses promptly, and consult, co-operate and co-ordinate with the Client where the PCBUs' duties overlap (s 34 HSWA 2015).
7.
PRIVACY AND PERSONAL INFORMATION
Where the Contractor collects, holds or has access to personal information of the Client's staff, customers or other individuals in performing the Services, the Contractor shall comply with the Privacy Act 2020 and the thirteen Information Privacy Principles (IPPs). In particular, the Contractor shall: (a) only use such personal information for the purpose of providing the Services; (b) keep it secure with reasonable safeguards under IPP 5; (c) not disclose it to any third party except as permitted by IPP 11 or required by law; (d) notify the Client promptly (and in any event within 72 hours) of any actual or suspected notifiable privacy breach under Part 6 of the Privacy Act 2020; and (e) on termination, return or securely destroy all personal information in its possession. The Client remains the relevant "agency" for the personal information unless the parties agree otherwise in writing.
8.
GOVERNING LAW AND JURISDICTION
This Agreement is governed by and construed in accordance with the laws of New Zealand, including the Contract and Commercial Law Act 2017 (CCLA 2017), the Employment Relations Act 2000 (as amended by the Employment Relations Amendment Act 2026), and the Fair Trading Act 1986. The parties submit to the exclusive jurisdiction of the courts of Auckland, New Zealand, in respect of any dispute arising from or in connection with this Agreement.
9.
GENERAL PROVISIONS
Entire agreement. This Agreement records the entire agreement of the parties and supersedes all prior negotiations, representations and agreements relating to its subject matter. Amendment. No variation is effective unless in writing and signed by both parties. Severability. If any provision is held unenforceable, the remainder continues in full force, and the unenforceable provision is read down to the minimum extent necessary. Assignment. The Contractor may not assign or subcontract this Agreement without the Client's prior written consent (not to be unreasonably withheld). Notices. Notices must be in writing and may be delivered by hand, by post or by email to the addresses set out above. Counterparts and electronic execution. This Agreement may be signed in counterparts and executed electronically under Part 4 of the Contract and Commercial Law Act 2017; an electronic signature has the same legal effect as a handwritten signature.
10.
INTELLECTUAL PROPERTY
All work product, deliverables, source code, designs, inventions, developments and materials created by the Contractor in performing the Services (the "Work Product") vest in the Client on creation as a work made in the course of providing services. The Contractor irrevocably assigns to the Client all right, title and interest in the Work Product, including all copyright under the Copyright Act 1994 (CA 1994), all patent rights under the Patents Act 2013 (PA 2013), all rights in designs under the Designs Act 1953, and any other intellectual property rights worldwide. The Contractor waives, to the extent permitted by law, any moral rights in the Work Product under Part 4 of the CA 1994, and shall procure equivalent waivers from any sub-contractors. The Contractor retains its pre-existing IP and general-purpose tools, and grants the Client a perpetual, royalty-free, worldwide licence to use, modify and sub-licence any such pre-existing IP solely to the extent embedded in or necessary for the Client's use of the Work Product.
11.
CONFIDENTIALITY
During the Term and for 3 years after termination, the Contractor shall hold in strict confidence all non-public information of the Client ("Confidential Information") including business and pricing strategy, customer and prospect lists, technical specifications, source code, financial records, trade secrets, methodologies and any information marked or reasonably identifiable as confidential. The Contractor shall: (a) use Confidential Information only to perform the Services; (b) restrict access on a need-to-know basis; (c) protect it with the same standard of care it applies to its own confidential information (not less than reasonable care); and (d) on termination, promptly return or securely destroy all Confidential Information and certify such destruction on request. The obligation does not apply to information that (i) is or becomes public other than by breach of this clause, (ii) was lawfully in the Contractor's possession without confidentiality obligation before disclosure, (iii) is independently developed without reference to the Confidential Information, or (iv) is required to be disclosed by law or regulatory authority, provided the Contractor gives the Client prompt notice and uses reasonable efforts to limit the disclosure. Misuse of trade secrets may constitute an offence under s 249 of the Crimes Act 1961, in addition to civil remedies.
12.
NON-SOLICITATION OF PERSONNEL AND CLIENTS
During the Term and for 12 months after termination, the Contractor shall not, directly or indirectly, solicit, recruit, induce or attempt to employ or engage any employee or contractor of the Client with whom the Contractor had material contact while providing the Services. The Contractor shall also not solicit business that is competitive with the Services from any client of the Client with whom the Contractor had material contact during the engagement. General advertising not specifically targeted at the Client's personnel is not a breach. This clause protects the Client's legitimate proprietary interest in its workforce and customer relationships and is acknowledged by the Contractor as reasonable in scope, duration and geographic reach.
13.
RESTRAINT OF TRADE
For 6 months after termination of this Agreement (for any reason), the Contractor shall not, within the region specified above (Governing Region), directly or indirectly, carry on, be engaged in, concerned with or interested in, or provide services substantially similar to the Services to, direct competitors of the Client with whom the Contractor had material contact during the engagement. The parties acknowledge that this restraint protects the Client's legitimate proprietary interest in client connections, confidential information and goodwill, and that it is reasonable in geographic scope, duration and subject matter — noting that New Zealand courts apply the reasonableness test of Nordenfelt v Maxim Nordenfelt Guns and Ammunition Co Ltd [1894] AC 535 as developed locally (see Brown v Brown [2014] NZHC 1156). It is generally easier for a principal to enforce a restraint against an independent contractor than against an employee because the public-policy concerns about freedom of labour are less acute (see Fuel Espresso Ltd v Hsieh HC Wellington CIV-2007-485-2745). If any part of this restraint is held unreasonable, the parties agree the court may read down the geographic area, duration or activity restrained to the minimum extent needed to render it enforceable (the "blue pencil" approach).
14.
INSURANCE
The Contractor shall, at its own cost, maintain throughout the Term and for not less than six (6) years after termination: (a) Public Liability insurance with a limit of indemnity of not less than $2,000,000.00 per claim and in the aggregate; and (b) Professional Indemnity insurance with a limit of indemnity of not less than $1,000,000.00 per claim and in the aggregate, covering claims arising from the Services. The Contractor shall also hold any motor-vehicle, employer-liability or specialist cover required by law for its operations. On request, the Contractor shall provide a current certificate of currency from a licensed New Zealand or Lloyd's underwriter. ACC cover under the Accident Compensation Act 2001 applies to personal injury by accident but does not displace these requirements for property damage, financial loss and consequential loss claims.
15.
LIMITATION OF LIABILITY AND INDEMNITY
Subject to the carve-outs below, each party's total aggregate liability to the other under or in connection with this Agreement (whether in contract, tort, equity or otherwise) is limited to an amount equal to the fees paid or payable in the 12 months immediately preceding the event giving rise to liability. Neither party is liable for indirect, consequential, special or punitive damages, or for loss of profit, revenue, anticipated savings, goodwill or data, except to the extent caused by that party's wilful misconduct or fraud. Carve-outs. The cap does not apply to: (a) the Contractor's confidentiality, intellectual property and restraint obligations; (b) liability for personal injury or death caused by negligence; (c) liability for breach of the Contractor's insurance obligations; or (d) any liability that cannot lawfully be excluded or limited under the Fair Trading Act 1986, the Consumer Guarantees Act 1993 (if applicable) or other mandatory New Zealand law. The Contractor indemnifies the Client against losses arising from the Contractor's breach of (a), wilful misconduct, fraud, or breach of statute.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
CLIENT
Mia H. Rangi
Head of Engineering
Pacific Tech Solutions Ltd.
Date: ____________________
CONTRACTOR
Thomas J. Fitzgerald Consulting
Date: ____________________
Available as a print-ready PDF or an editable Microsoft Word (.docx) file.
What Is an Independent Contractor Agreement?
An independent contractor agreement, sometimes called a consultancy agreement or services agreement, is a contract under which a principal engages a contractor who is self-employed rather than an employee. The contractor operates their own business, invoices for services rendered, manages their own tax obligations, and bears the commercial risk of how the work is performed.
In New Zealand, whether a worker is an employee or an independent contractor is determined by the "real nature of the relationship" test in section 6 of the Employment Relations Authority Act — with the Supreme Court’s decision in Bryson v Three Foot Six Ltd [2005] NZSC 34 and the Court of Appeal’s decisions in the Leota and Barry v C I Builders cases refining the factors. Key indicators include control, integration, intention of the parties, the fundamental test of working on one’s own account, and economic reality.
A properly drafted contractor agreement protects both parties: it clarifies scope and price, allocates risk, deals with confidentiality and intellectual property, and helps demonstrate the genuine contractor nature of the relationship. Getting this right matters because if a worker is later found to be an employee, the principal can be liable for unpaid holiday pay under the Holidays Act 2003, KiwiSaver contributions, and personal grievance remedies under the Employment Relations Act 2000.
What's Covered in This Template
Our contractor agreement covers every clause needed for a genuine New Zealand independent contractor engagement.
Parties and Status
Identification of principal and contractor (including NZBN where held) and a declaration that the contractor is self-employed.
Scope of Services
Detailed description of the services to be performed, deliverables, and any specific milestones.
Term and Termination
Fixed-term or rolling engagement with termination for convenience, breach, or insolvency.
Fees, Invoicing and GST
Day rate, fixed fee or milestone payments, GST treatment, and invoicing cycle under the Goods and Services Tax Act 1985.
Tax and Schedular Payments
Acknowledgement that the contractor is responsible for income tax and that schedular payment rules may apply under the Income Tax Act 2007.
Intellectual Property Assignment
Assignment to the principal of deliverables created during the engagement, with a carve-out for pre-existing IP.
Confidentiality
Obligation to protect the principal’s confidential information during and after the engagement.
Privacy Act 2020 Compliance
Handling of any personal information in line with the 13 Information Privacy Principles.
Insurance and Indemnity
Requirement to hold public liability and professional indemnity insurance and mutual indemnities.
Health and Safety
Obligations under the Health and Safety at Work Act 2015, recognising the contractor as a PCBU in their own right.
Restraint of Trade
Reasonable non-competition and non-solicitation limits where a legitimate interest exists.
Dispute Resolution
Escalation, mediation, and the jurisdiction of the District Court or High Court for any unresolved disputes.
How to Create a Contractor Agreement
Complete the short form and generate a tailored contractor agreement in minutes.
- 1
Enter Party Details
Provide the principal and contractor’s names, NZBNs, and contact details.
- 2
Describe the Services
Set out the scope of work, deliverables, location, and any performance standards or KPIs.
- 3
Set Fees and Invoicing
Choose the fee structure (day rate, fixed fee, milestone), invoicing cycle, and GST treatment.
- 4
Configure IP and Confidentiality
Decide who owns the work product, how pre-existing IP is treated, and the scope of confidentiality.
- 5
Review and Download
Check the restraint, insurance, and termination terms, then download the agreement as a PDF ready to sign.
Why Doxuno documents are different
Four things that make our templates more thorough than AI-generated drafts and more current than static template libraries.
Always current
Always current with the law
Templates carrying statute references are continuously updated as the law changes. Your document always reflects the current legal framework.
Free PDF
Print-ready PDF
Free to download. Vector text, embedded fonts, statute citations baked in. Print, sign, file. Ready for any signing flow including electronic signature.
Word · .docx
Editable Word (.docx)
Continue editing in Word after download. Add custom clauses, reuse the template for similar agreements, or share with a colleague for collaborative review.
Requires Expert one-time unlock or any paid Doxuno subscription.
Legal Considerations
Independent contractor engagements have tax, employment, and health-and-safety implications unique to New Zealand.
This template is for informational purposes only and does not constitute legal or tax advice. If there is any doubt about the nature of the relationship, take advice from a New Zealand employment lawyer.
Reviewed for New Zealand law
Employee vs Contractor Classification
Section 6 of the Employment Relations Act 2000 requires the Employment Relations Authority or Employment Court to determine the real nature of the relationship, regardless of how the parties labelled it. In Bryson v Three Foot Six Ltd [2005] NZSC 34, the Supreme Court confirmed that the label "contractor" is not conclusive; the totality of the relationship governs. Recent decisions such as Leota v Parcel Express Ltd [2020] NZEmpC 61 have re-emphasised that lower-bargaining-power workers will often be found to be employees despite contractor documentation.
Schedular Payments and Tax
Certain contractor services (listed in Schedule 4 of the Income Tax Act 2007) are subject to schedular payment withholding. Contractors can also elect a 0% rate where they hold a Certificate of Exemption, or can choose a voluntary withholding rate. Both parties should confirm the correct rate with Inland Revenue and ensure GST treatment (where applicable) is set out in the agreement.
Health and Safety Duties
Under the Health and Safety at Work Act 2015, both the principal and the contractor may be PCBUs (Persons Conducting a Business or Undertaking) with overlapping duties. Section 34 requires PCBUs with overlapping duties to consult, cooperate, and coordinate activities to ensure the health and safety of workers. The agreement should acknowledge this and allocate practical responsibilities.
Intellectual Property Default Position
Absent a written assignment, the default position under the Copyright Act 1994 is that the author (the contractor) owns copyright in works they create, subject to the commissioned works rule in section 21(3). To ensure the principal owns deliverables, an express assignment (supported by consideration) should be included in the agreement, along with a waiver of moral rights where appropriate.
Frequently Asked Questions
Engage Contractors the Right Way
Create a clear, compliant New Zealand independent contractor agreement in minutes. Protect both parties and reduce misclassification risk.
Free PDF · Editable Word with Expert · No account required