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A law-neutral agreement for a Company engaging an individual independent Contractor, often in another country, with the governing law and arbitration or courts chosen by the parties (default: English law and London arbitration) and terms for local mandatory law and classification risk.
International / Cross-Border
Highlighted blanks are the details your parties fill in.
This agreement is dated the date on which it is signed by the last of the parties.
This agreement is made between [TO BE CONFIRMED — Company] (the "Company") and [TO BE CONFIRMED — Contractor (individual's name, country of residence and address)] (the "Contractor").
"Services" means [TO BE CONFIRMED — Services].
"Deliverables" means [TO BE CONFIRMED — Deliverables].
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A balanced agreement for a Company engaging an individual independent Contractor under the law of the Abu Dhabi Global Market (English common law as applied in ADGM), with ADGM Courts jurisdiction.
"Start Date" means [TO BE CONFIRMED — Start Date].
"End Date" means [TO BE CONFIRMED — End Date].
"Fee" means [TO BE CONFIRMED — Fee (amount, currency and basis)].
"Payment Period" means 30 days after receipt of a valid invoice.
"Expense Policy" means only reasonable pre-approved out-of-pocket expenses, supported by receipts.
"Company Materials" means [TO BE CONFIRMED — Company Materials].
"Contractor Background Materials" means tools, software, templates, know-how, methods and other materials that the Contractor owned or developed before or independently of the Services.
"Liability Cap" means the total Fees paid or payable under this agreement in the 12 months before the event giving rise to the claim.
"Notice Details" means [TO BE CONFIRMED — Notice Details (address and email for each party)].
"Governing Law" means the laws of England and Wales.
Where a party is an individual, "it" and "its" include him or her and his or her, and a reference to a party becoming insolvent or bankrupt includes bankruptcy or any equivalent procedure for an individual in any jurisdiction.
The Contractor must provide the Services with reasonable skill, care and diligence and in accordance with applicable law.
The Contractor must deliver the Deliverables in the agreed form and by any agreed milestones.
The Contractor decides how, when and where to perform the Services, subject to the agreed outcomes and deadlines and the Company's reasonable security and access requirements, and provides the Contractor's own equipment. The Company coordinates the work but does not direct the Contractor as an employee.
This agreement starts on the Start Date and continues until the End Date, if one is agreed, or otherwise until ended under this clause.
Either party may terminate this agreement for convenience by giving the other at least 30 days written notice.
Either party may terminate this agreement immediately by written notice if the other party commits a material breach that cannot be remedied, or does not remedy a remediable material breach within 30 days after written notice requiring it, or becomes insolvent or bankrupt. The Contractor may also terminate immediately by written notice if the Company does not pay an undisputed amount within 30 days after written notice that it is overdue. The Company may also terminate immediately if the Contractor commits fraud or breaches the Anti-Bribery and Sanctions clause, or by written notice if the Contractor dies or becomes permanently unable, through illness or incapacity, to provide the Services.
On termination, the Contractor must promptly stop the Services, deliver completed and paid-for Work Product and any materials the Company provided, and return or securely delete Confidential Information as the Company reasonably directs, except where the law requires retention. The Company must pay Fees properly earned and approved expenses incurred up to termination. Accrued rights and the clauses intended to continue after termination are not affected.
The Company must pay the Fee for Services properly performed. The Contractor must submit accurate invoices with reasonable supporting detail, and the Company must pay each undisputed invoice within the Payment Period in the currency stated in the Fee, by transfer to the account the Contractor nominates in writing. Each party bears its own bank charges. The Company may withhold an amount it disputes in good faith while the parties resolve it promptly.
Expenses are reimbursed in accordance with the Expense Policy, against receipts.
The Contractor is responsible for the taxes, social-security contributions and insurance due in respect of the Fees in any country. If the law requires the Company to deduct or withhold tax from a payment, the Company may do so and must give the Contractor evidence of it. Each party must provide the documents reasonably needed to apply a lawful exemption or treaty relief.
The Contractor acts as an independent contractor and not as the Company's employee, worker, agent, partner or joint venturer. Neither party may bind the other or incur obligations for it.
The Contractor may provide services to others while this agreement continues, provided this does not breach the Confidentiality or Intellectual Property clauses or prevent the Contractor from providing the Services. The Company is not obliged to offer, and the Contractor is not obliged to accept, work beyond the Services.
The Contractor must comply with the laws of each country where the Contractor performs the Services that apply to the Contractor's business, including registration, tax, social-security, work-authorisation and licensing requirements. Where the mandatory law of that country gives either party rights that this agreement cannot exclude, this agreement takes effect subject to those rights.
If a competent authority or court determines, or either party reasonably believes, that the engagement is likely to be treated as employment under applicable law, the parties must promptly discuss in good faith the changes needed to comply. If they cannot agree within 30 days, either party may terminate this agreement by written notice of at least 30 days.
Each party must protect the other party's non-public information disclosed in connection with this agreement that is marked confidential or should reasonably be understood to be confidential ("Confidential Information"), use it only to perform or receive the Services, and disclose it only to personnel and advisers who need to know it and are bound by equivalent duties. These duties do not apply to information that the receiving party can show was lawfully known to it without restriction, becomes public without breach, is independently developed, or is lawfully received from a third party without restriction. A party may disclose Confidential Information where the law requires, giving prior notice where legally permitted. These duties continue for five years after this agreement ends, and for trade secrets for as long as they remain trade secrets.
The Company keeps all rights in the Company Materials. The Contractor may use them only to provide the Services.
The Contractor keeps ownership of the Contractor Background Materials and general skills and know-how. On payment of the applicable Fee, the Contractor assigns to the Company all intellectual property rights in the Work Product, including every economic right in it, worldwide and for its full term. Where the Work Product incorporates Contractor Background Materials, the Contractor grants the Company a perpetual, worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to use, reproduce, modify and distribute them as part of the Work Product. To the extent the law permits, the Contractor waives, or consents to the Company's use despite, any moral rights in the Work Product.
At the Company's request and expense, the Contractor must sign any confirmatory assignment, specifying the rights assigned where local law requires, and any other document reasonably needed to give effect to the Intellectual Property clause.
Each party warrants that it has authority to enter into this agreement. The Contractor warrants that the Contractor has the rights needed to grant the rights in the Intellectual Property clause and that, to the Contractor's knowledge, the Company's use of the Work Product as permitted by this agreement will not infringe third-party rights. To the extent the law permits, no other warranties apply.
Each party must comply with the anti-bribery and anti-corruption laws that apply to it and must not offer, give, request or accept any improper payment or advantage in connection with this agreement. Neither party may perform or receive the Services in a way that breaches the sanctions or export-control laws that apply to either party.
The Contractor must maintain [TO BE CONFIRMED — Insurance Requirements] while providing the Services and provide evidence of cover on request.
Nothing in this agreement limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, deliberate misconduct, or any liability that cannot lawfully be limited. Subject to that, neither party is liable for indirect or consequential loss or loss of profit, revenue, business, goodwill or anticipated savings, and each party's total liability arising out of or in connection with this agreement is limited to the Liability Cap, except for the Company's obligation to pay Fees properly due.
The parties must process personal data only as necessary for the following scope and in compliance with applicable data protection law: [TO BE CONFIRMED — Personal Data Scope]. Where the Contractor processes personal data for the Company, the Contractor must do so only on the Company's documented instructions, implement appropriate technical and organisational measures, ensure authorised personnel are bound by confidentiality, assist the Company as reasonably required with data-subject requests and security obligations, promptly notify the Company of a personal data breach, and delete or return the data on termination unless the law requires retention. The parties must enter into any further processing or international-transfer terms the law requires.
A notice under this agreement must be in writing and sent using the Notice Details, which a party may change by notice. A notice is received when delivered by hand, on confirmed courier delivery, or when an email is sent without an automated failure message; a notice received outside business hours at the recipient's location is received at the start of the next business day.
The Contractor may not assign or transfer this agreement without the Company's written consent. The Company may assign it to an affiliate or in connection with a merger, reorganisation or transfer of substantially all of the relevant business, on notice to the Contractor.
This agreement is the entire agreement on its subject and supersedes prior arrangements about it. A change or waiver is effective only if in writing and signed by both parties, and no failure or delay in exercising a right is a waiver. If a provision is unenforceable, it applies with the minimum modification needed or, if that is not possible, is severed without affecting the rest. This agreement may be signed in counterparts and electronically.
This agreement and any non-contractual obligation arising out of or in connection with it are governed by the Governing Law. The parties must first try in good faith to resolve a dispute by negotiation. Any dispute not resolved within 30 days must be finally resolved by arbitration under the LCIA Arbitration Rules by one arbitrator. The seat of arbitration is London, England and the language is English. Either party may seek urgent interim relief from any competent court.
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