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A balanced agreement for a Company engaging a self-employed individual Contractor (a freelancer or sole trader contracting in their own name) to provide defined services, under the law of England and Wales.
England & Wales
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 (the individual, in their own name)] (the "Contractor").
"Services" means [TO BE CONFIRMED — Services (itemised description of the work)].
"Start Date" means [TO BE CONFIRMED — Start Date].
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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.
"Payment Period" means 30 days after receipt of a valid invoice.
"Notice Period" means 30 days.
"Liability Cap" means the total Fees paid or payable under this agreement in the 12 months before the event giving rise to the claim.
From the Start Date, the Contractor must provide the Services with reasonable skill and care and in accordance with applicable law. The Company must give the Contractor the information, access and decisions the Contractor reasonably needs, and the Contractor is not responsible for delay caused by the Company's failure to do so.
Either party may request a change to the Services. A change binds the parties only when both agree it in writing, including any change to the Fees or timetable.
The Contractor is self-employed and provides the Services as an independent contractor in business on their own account. Nothing in this agreement makes the Contractor an employee or worker of the Company or creates a partnership, agency or joint venture. The Contractor has no authority to bind the Company.
The Contractor decides how, when and where to provide the Services, subject only to agreed deadlines and the Company's reasonable site, security and health-and-safety requirements. The Contractor provides their own equipment, except Company systems the Contractor must use to access Company data.
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, any work beyond the Services.
The Contractor is responsible for the income tax and National Insurance contributions due on the Fees and for registering for VAT where required. The Company may make any deduction or withholding that the law requires and will tell the Contractor of it.
The Contractor may appoint a suitably qualified substitute to provide all or part of the Services. The Company may object only on reasonable grounds relating to the substitute's skills, qualifications, security clearance or conflicts of interest. The Contractor pays any substitute or assistant, remains responsible for their acts and omissions, and must bind them to obligations equivalent to the Confidentiality, Data Protection and Intellectual Property clauses.
The Contractor may invoice the Fees monthly in arrears or on completion of an agreed milestone. Each invoice must itemise the Services provided. The Company must pay each valid invoice within the Payment Period. If the Company disputes part of an invoice in good faith, it must pay the undisputed part on time and promptly tell the Contractor the reasons.
The Fees are exclusive of VAT. Where VAT is chargeable, the Company must pay it in addition on receipt of a valid VAT invoice.
The Company must reimburse reasonable out-of-pocket expenses that the Contractor necessarily incurs in providing the Services, if the Company approved them in writing in advance and the Contractor provides receipts or other reasonable evidence.
If the Company does not pay an amount when due, the Contractor may claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
Each party must keep confidential all non-public information of the other party disclosed in connection with this agreement and use it only to perform or receive the Services. This does not apply to information that the receiving party can show is public other than through breach of this agreement, was lawfully known to it without restriction before disclosure, was lawfully received from a third party without restriction, or was independently developed without use of the other party's information. A party may disclose information where required by law or a competent authority, giving prior notice where legally permitted.
The Contractor assigns to the Company, with full title guarantee and by way of present assignment of future rights, all intellectual property rights in materials and inventions that the Contractor creates specifically for the Company in providing the Services ("Work Product"), with effect from creation. The Contractor keeps ownership of their pre-existing materials, tools and know-how ("Background Materials") and grants the Company a perpetual, worldwide, non-exclusive, royalty-free, transferable licence to use, copy and adapt any Background Materials incorporated in the Work Product as needed to use and exploit the Work Product.
The Contractor unconditionally and irrevocably waives, in favour of the Company and its licensees and successors, any moral rights in the Work Product under the Copyright, Designs and Patents Act 1988 and any similar rights anywhere, to the extent the law permits.
At the Company's request and expense, the Contractor must sign any document and do anything reasonably required to confirm, register or enforce the Company's rights in the Work Product, including after this agreement ends. The Contractor must not include third-party or open-source material in the Work Product without first telling the Company the licence terms, and warrants 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.
Each party must comply with applicable data protection law. Where the Contractor processes personal data as the Company's processor, the Contractor must: process it only on the Company's documented instructions; ensure anyone authorised to process it is bound by confidentiality; implement appropriate technical and organisational security measures; not engage a sub-processor without the Company's prior written authorisation and a written contract imposing equivalent obligations; assist the Company, taking into account the nature of the processing, with data-subject requests, security, breach notification, impact assessments and consultation with the regulator; notify the Company without undue delay after becoming aware of a personal data breach; make available the information needed to demonstrate compliance and allow reasonable audits; and, at the Company's choice, delete or return the personal data when the Services end unless the law requires storage. Before processing begins, the parties must record in writing the subject matter, duration, nature and purpose of the processing and the types of personal data and data subjects.
While providing the Services, the Contractor must maintain professional indemnity and public liability insurance with a reputable insurer, each with cover of at least £1,000,000 for each claim, and any insurance required by law. Where cover is written on a claims-made basis, the Contractor must keep it for a reasonable period after the Services end. The Contractor must provide evidence of cover on request.
Nothing in this agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded. Subject to that, neither party is liable to the other for loss of profit, revenue, business, goodwill or anticipated savings, or for indirect or consequential loss.
Except for the liabilities that the Liability clause does not limit and the Company's obligation to pay Fees properly due, each party's total liability arising out of or in connection with this agreement is limited to the Liability Cap.
This agreement begins on the Start Date and continues until the Services are complete or it is terminated under this clause.
Either party may terminate this agreement for convenience by giving the other at least the Notice Period's 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 14 days after written notice requiring it to do so, or becomes insolvent, is made bankrupt or enters into an arrangement with creditors.
On termination, the Contractor must promptly return or securely destroy the Company's confidential information and property, except as the law requires the Contractor to keep, and may invoice the Fees and approved expenses for Services performed up to termination. Termination does not affect accrued rights or the clauses intended to continue after it.
While providing the Services and for 6 months afterwards, the Contractor must not solicit for employment or engagement any employee or individual contractor of the Company with whom the Contractor worked closely in providing the Services, except through general advertising not targeted at that person.
A notice under this agreement must be in writing and delivered by hand, by prepaid first-class post or by email. The Company's notice address is [TO BE CONFIRMED — Company notice address and email]. The Contractor's notice address is [TO BE CONFIRMED — Contractor notice address and email]. A party may change its address by notice. A notice is received when delivered by hand, two business days after posting, or when an email is sent without a delivery-failure message; a notice received outside business hours is received at 9.00 am on the next business day.
This agreement is the entire agreement between the parties about its subject matter and supersedes prior arrangements about it. A variation is effective only if in writing and signed by both parties. The Contractor may not assign or transfer this agreement. The Company may assign it to a purchaser of all or substantially all of the business to which it relates, on notice to the Contractor. A waiver is effective only if in writing and does not waive any later breach. If a provision is invalid or unenforceable, it applies with the minimum modification needed to make it valid or, if that is not possible, is severed, and the rest of this agreement continues in force. No person other than the parties has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce this agreement.
This agreement and any non-contractual obligations arising out of or in connection with it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with this agreement.
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