Computer Services Agreement (UK) by OCS
COMPUTER SERVICES AGREEMENT
Governed by the law of England and Wales
Note: This template is for use between two businesses for the supply of computer or technology-related services: software development, IT support, hosting, integration, managed services, or similar. Complete every yellow field, choose one Option in each Option block and delete the others, and complete Schedule 1 once all choices are made. Schedule 3 only applies if the Contractor will handle personal data on the Client's behalf.
0. PARTIES
This Computer Services Agreement (the "Agreement") is made on [effective date] between:
(1) [full legal name of the client], a company incorporated in England and Wales with company number [company number of the client] whose registered office is at [registered office address of the client] (the "Client"); and
(2) [full legal name of the contractor], [contractor entity description (e.g. a company incorporated in england and wales with company number [number], or a sole trader trading as [trading name])] whose registered or principal address is at [registered or principal address of the contractor] (the "Contractor").
Each a "Party" and together the "Parties".
Note: If the Contractor is an individual or a personal service company, see Clause 10 (Independent Contractor and Tax). The way the engagement actually operates (who controls hours, location, methods, and substitution) affects tax status under the off-payroll working rules and the worker / employee tests, regardless of what this Agreement says.
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, the following words have the following meanings:
"Agreement" this document and its Schedules.
"Background IPR" Intellectual Property Rights owned or licensed by a Party that exist before the Effective Date or that are created independently of this Agreement.
"Business Day" any day other than a Saturday, Sunday, or public holiday in England and Wales.
"Charges" the fees and other amounts payable by the Client to the Contractor as set out in Schedule 1 and Schedule 2.
"Confidential Information" any non-public information disclosed by one Party to the other (in any form) that is marked confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.
"Deliverables" the work product, software, code, designs, documentation, reports, and other materials created by the Contractor specifically for the Client in performing the Services, as identified in Schedule 2.
"Effective Date" the date stated at the top of this Agreement.
"Foreground IPR" Intellectual Property Rights created by the Contractor (alone or with others) in the Deliverables in performing the Services.
"Initial Term" the period set out in Schedule 1 starting on the Effective Date.
"Intellectual Property Rights" all patents, copyrights, database rights, trade marks, design rights, rights in confidential information and trade secrets, domain names, and all other intellectual property rights, registered or unregistered, anywhere in the world.
"Personal Data" has the meaning given to it in the United Kingdom General Data Protection Regulation ("UK GDPR") and the Data Protection Act 2018 ("DPA 2018").
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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.
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