Independent Contractor Agreement - Indefinite or Fixed Term

Independent Contractor Agreement

This agreement sets out the terms on which you will provide services to us as an independent contractor. This is not a contract of employment and does not confer worker or employee status.

Parties and start date

This agreement is between:

“We/us/the Company”: [company name]

“You/the Contractor”: [contractor name]

Your engagement begins on [start date].

This agreement will terminate in accordance with clause 14.

Description of services

You will provide the following services: [description of services].

Your scope of work may be further described in a Statement of Work or project brief. We may update or refine the scope of work by mutual agreement, but you retain control over how the services are performed.

Fees

Your fee will be [fee amount].

You will invoice us [invoice frequency] and we will pay approved invoices within [payment deadline].

You are responsible for your own taxes, national insurance, and all statutory payments.

Place of work

Your primary work location is [work location].

You may be required to attend our premises or client premises when reasonably necessary for the services.

Working abroad

International travel must be agreed in advance. Expenses will be handled in line with the “Expenses” section.

Statutory employment protections linked to working abroad do not apply.

Service hours

As a contractor, you control your own working hours. We may set deadlines or availability windows reasonably required for project delivery.

Any availability expectations will be agreed in advance. The Working Time Regulations do not apply to this arrangement.

Expenses

You are responsible for your own expenses unless we agree in writing to reimburse specific costs.

No paid leave

As an independent contractor, you are not entitled to paid annual leave, statutory paid leave, or holiday pay. You are responsible for arranging your own time off while meeting agreed deadlines.

No benefits

You are not entitled to any employee or worker benefits, including paid holiday, paid leave, pension contributions, sick pay, maternity, paternity, or other statutory payments. You are also not entitled to medical, life, insurance, bonus, share schemes, or any other benefits offered to employees unless expressly agreed in writing in a separate schedule. You are responsible for arranging your own insurance, benefits, and income protection.

Illness and non-availability

If you are unable to perform services due to illness or another reason, you must notify [company contact for illnesses] as soon as reasonably practicable.

There is no sickness record or sick pay entitlement. You are responsible for your own income during periods of non-availability.

Leave

As a contractor, you are not entitled to maternity, paternity, adoption, shared parental, or other paid leave. Any periods of unavailability must be arranged so that project deliverables can still be met.

No pension

As an independent contractor, you are not eligible for automatic enrolment and no pension contributions will be made by us.

Training

We have no obligation to provide training. If training is required for a project and agreed in writing, we may cover costs at our discretion.

No probation

There is no probationary period, as this is not an employment relationship.

Term and termination

This agreement begins on the start date and will automatically end on [end date] unless ended earlier under this clause. Either party may end the agreement early by giving [required notice for termination] notice.

We may terminate immediately if you materially breach this agreement.

All services and deliverables must be completed by the end date unless we agree otherwise in writing.

Include with A if there is the option to renew.Any extension of the fixed term must be agreed in writing before the end date. No expectation of renewal is created by this agreement.

On expiry or termination of this agreement, we will pay you for all services properly performed up to the end date.

This agreement begins on the start date and continues until ended by either party giving [required notice for termination] notice.

We may terminate immediately if you materially breach this agreement.

On termination, you will be paid for:

all services properly performed up to the termination date, and

any agreed work in progress that can be reasonably completed or handed over.

Issue resolution

If a dispute arises, you should raise it with [company contact for disputes].

Both parties will try to resolve issues amicably before taking formal action.

Insurance

You must maintain adequate professional indemnity, public liability, and any other insurance appropriate for the services.

We may request evidence of coverage.

Independent contractor status

You acknowledge and agree that:

You are self-employed and responsible for your own tax, NI, and other liabilities.

Nothing in this agreement creates an employment, worker, agency, or partnership relationship.

You may work for other clients, provided this does not conflict with your obligations to us.

You have no authority to bind the Company.

Confidentiality

You must not, at any time during or after this agreement, use, disclose, or communicate to any person any confidential information relating to us, our clients, partners, suppliers, employees, or any third parties connected with our business, except where required for the proper performance of the services. “Confidential information” includes business plans, financial data, pricing, customer lists, supplier information, trade secrets, software, technical information, know-how, and any information which is marked or would reasonably be understood to be confidential.

You must take reasonable steps to protect our confidential information and prevent unauthorised use or disclosure. Upon termination of this agreement, or at any time upon request, you must return (or permanently delete from your systems) all documents, data, materials, and records containing confidential information.

This clause does not prevent you from making a protected disclosure under the Public Interest Disclosure Act 1998 or where disclosure is required by law.

Intellectual Property

All intellectual property rights, including copyright, design rights, database rights, and rights in inventions, created, developed, or arising from the performance of the services (“Deliverables”) shall, upon creation, be owned by us. You hereby assign to us with full title guarantee all intellectual property rights in the Deliverables, worldwide and for the full period of such rights, including all renewals, extensions, and revivals.

You waive any moral rights you may have in the Deliverables and agree to execute any documents or take any steps reasonably required to perfect, record, or enforce our rights in the Deliverables (both during and after this agreement).

You warrant that any materials supplied by you for use in the Deliverables do not infringe the rights of any third party and that you have full authority to assign such rights to us.

This clause survives termination of this agreement.

Conflicts of Interest

You must inform us of any actual or potential conflicts of interest. You must not act in any way that conflicts with our business or your obligations to us.

Data protection

If, in performing the services, you process personal data on our behalf, you agree to comply with UK data protection law and any instructions we give.

You must take appropriate technical and organisational measures to keep personal data secure.

Warranties

You warrant that:

You are free to enter into this agreement and are not bound by any conflicting obligation.

Your performance will comply with all applicable laws.

Any materials you provide will not infringe the rights of third parties.

Indemnity

You indemnify us against all losses, claims, damages, and expenses arising from:

your breach of this agreement,

your negligence or misconduct, or

any claim that the Deliverables infringe third-party rights.

Limitation of Liability

Our total liability to you under this agreement is limited to the total fees paid in the preceding 12 months.

Nothing limits liability for fraud, death, or personal injury caused by negligence.

Health and safety

You must comply with our health and safety policies while performing work, and report any hazards, accidents, or unsafe conditions immediately.

Governing law and jurisdiction

This agreement is governed by the law of England and Wales, and any dispute will be subject to the courts of England and Wales.

Please sign and return the statement to confirm you've received and accepted these terms.

Contractor signature:

Date:

Signed for and on behalf of the Company:

Name:

Date: