Independent Contractor Agreement (UK) by OLL
Independent contractor agreement for business services in England and Wales
INDEPENDENT CONTRACTOR AGREEMENT
England and Wales
This Agreement is entered into between:
(1) [client full legal name], a company registered in England and Wales under company number [client company number], whose registered office is at [client registered office address] (the "Client"); and
(2) [contractor full legal name or trading name] ([contractor company number, or the words 'sole trader' if unincorporated]) whose address for service is [contractor address for service] (the "Contractor").
Together, the Client and the Contractor are referred to as the "Parties" and each individually as a "Party".
This Agreement is effective as of [effective date] (the "Effective Date").
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions. In this Agreement, the following words and expressions have the meanings given to them below:
"Agreement" means this Independent Contractor Agreement including all Schedules, as amended from time to time in accordance with Clause 13.2.
"Background IPR" has the meaning given in Clause 6.2.
"Business Day" means any day other than a Saturday, Sunday, or public holiday in England and Wales.
"Change Order" means a written amendment to the Services or Deliverables agreed in accordance with Clause 2.4.
"Confidential Information" has the meaning given in Clause 7.1.
"Contractor Personnel" means any employee, officer, subcontractor, or agent engaged by the Contractor to perform any part of the Services.
"Data Protection Legislation" means the UK General Data Protection Regulation (as defined in section 3(10) of the Data Protection Act 2018) ("UK GDPR"), the Data Protection Act 2018, and any subordinate legislation made under them, each as amended or replaced from time to time.
"Deliverables" means the outputs, reports, works, and materials to be produced by the Contractor as specified in Schedule 2 Part B.
"Engagement IPR" has the meaning given in Clause 6.1.
"Fees" means the fees payable by the Client to the Contractor as set out in Schedule 1 Part D and Clause 5.
"Force Majeure Event" has the meaning given in Clause 11.2.
"IR35 Determination" has the meaning given in Clause 4.1.
"Personal Data" has the meaning given in Article 4(1) UK GDPR.
"Relevant Tax Authority" means HM Revenue & Customs.
"Schedule" means a schedule to this Agreement.
"SDS" has the meaning given in Clause 4.2.
"Services" means the services to be provided by the Contractor as described in Schedule 2 Part A.
"Term" has the meaning given in Clause 10.1.
1.2 Interpretation. In this Agreement: (a) headings are for convenience only and do not affect interpretation; (b) references to a statute include all subordinate legislation made under it and any amendment or re-enactment; (c) the singular includes the plural and vice versa; (d) 'includes' and 'including' are without limitation; (e) references to 'writing' include email unless expressly stated otherwise; (f) references to 'Clauses' are to clauses of this Agreement; (g) references to 'Schedules' are to schedules to this Agreement.
2. SERVICES
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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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