£9UK law · England & Wales

UK Freelancer / Contractor Agreement Template

A UK freelancer or contractor agreement drafted to be IR35-aware. Covers scope, payment, IP transfer, confidentiality and termination. Suitable for SMEs engaging self-employed individuals or single-person limited companies. Editable Word + PDF, £9.

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Editable Word (.docx) + PDF · Re-download any time · UK GDPR compliant

Legal background

Engaging self-employed individuals or personal service companies (PSCs) carries IR35 / off-payroll working risks. Since April 2021 medium and large private-sector clients must determine the IR35 status; small-company clients are not yet caught by the off-payroll rules but the underlying IR35 test still applies to the PSC. This agreement is drafted to evidence genuine self-employment: substitution rights, lack of control, no mutuality of obligation, project-based deliverables.

Sample excerpt

A short preview of the kind of clauses your generated document will contain. The full document is tailored to your inputs.

1. Services. The Contractor shall provide the services described in Schedule 1 (the "Services") as an independent contractor. The Contractor controls how, when and where the Services are performed. 2. Substitution. The Contractor may, at its own cost, send a suitably qualified substitute to perform the Services, provided the Client is notified in advance. 3. Fees. The Client shall pay the fees set out in Schedule 1 within 30 days of the date of a valid invoice. Late payment shall accrue interest under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% above the Bank of England base rate, plus the fixed sum recoverable under that Act. 4. Intellectual property. All intellectual property in the deliverables produced under this Agreement shall, on payment in full, vest in the Client. The Contractor retains all rights in pre-existing intellectual property and grants the Client a perpetual, non-exclusive licence to use it as embedded in the deliverables.

What's in the template

✓Project scope and deliverables (avoiding open-ended "services")
✓Genuine substitution clause (essential IR35 indicator)
✓No mutuality of obligation language
✓Contractor controls hours, place and method of work
✓Fees, invoicing and Late Payment of Commercial Debts (Interest) Act 1998 reference
✓IP assignment — work product vests in client on payment
✓Confidentiality with reasonable carve-outs
✓Insurance requirement (PI for professional services)
✓Termination for convenience and for cause

Who this is for

→SMEs hiring a freelance designer, developer, copywriter or consultant
→Companies engaging a one-person Ltd for a project
→Agencies sub-contracting deliverables to specialists
→Founders bringing on advisors or fractional staff

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Frequently asked questions

Does this make the engagement IR35-safe?

No contract on its own is "IR35-safe" — HMRC looks at the actual working relationship, not just the paperwork. This template gets the contractual factors right (substitution, control, MOO), but you must also operate the engagement consistently with those terms.

Should I be using this or an Employment Contract?

If the person works for you on a regular basis, in your premises, with your equipment, on tasks you direct day-to-day — they are likely an employee or worker, not a contractor. Use our Employment Contract instead. Misclassification is the single biggest IR35 / employment-status risk.

How does Late Payment Act apply?

For B2B engagements, the Late Payment of Commercial Debts (Interest) Act 1998 implies a right to interest at 8% above Bank of England base rate plus a fixed sum. The template makes this explicit so the contractor knows the consequence of late payment.

These templates are general legal information, not bespoke legal advice. For high-value or unusual matters, ask a solicitor to review.