FREELANCE / INDEPENDENT CONTRACTOR AGREEMENT

This Agreement is made on [startDate] between:

(1) [clientName] of [clientAddress] (the "Client"); and

(2) [contractorName] of [contractorAddress] (the "Contractor").

The Contractor is engaged on a self-employed basis. This Agreement is not a contract of employment.

1. Services

1.1. The Contractor agrees to provide the following services (the "Services"):

[services]

1.2. The Contractor will provide the Services with reasonable skill and care, in accordance with good industry practice.

2. Term

2.1. This Agreement starts on [startDate] and continues until [endDate], unless terminated earlier in accordance with clause 9.

3. Status — Self-Employed

3.1. The Contractor is an independent contractor and not an employee, worker, or agent of the Client.

3.2. The Contractor is responsible for:

(a) own income tax, National Insurance contributions, and any VAT;

(b) own equipment, tools, and software (unless otherwise agreed in writing);

(c) own training, professional development, and insurance (including professional indemnity and public liability where appropriate).

3.3. The Contractor:

(a) determines own working hours and method of working, subject to delivery deadlines;

(b) may engage a substitute (with comparable skills, at the Contractor's cost) to perform the Services, subject to the Client's reasonable approval;

(c) may provide services to other clients during the Term, provided this does not conflict with obligations under this Agreement;

(d) is not obliged to accept further work from the Client beyond the Services described in clause 1.

3.4. IR35 / Off-payroll working. Where the Client is a medium or large entity for the purposes of Chapter 10, Part 2 of the Income Tax (Earnings and Pensions) Act 2003, the Client is responsible for issuing a Status Determination Statement. The Parties intend that this engagement is "outside IR35" and that the working practices reflect that.

4. Fees

4.1. The Client will pay the Contractor a fee structured as day-rate at [feeAmount] plus VAT (where applicable).

4.2. The Contractor will submit invoices monthly in arrears (or, for fixed-fee projects, on completion of agreed milestones).

4.3. Expenses. no-expenses.

4.4. Payment terms. The Client will pay undisputed invoices within 30 days of receipt. Late payments accrue interest under the Late Payment of Commercial Debts (Interest) Act 1998.

5. Intellectual Property

5.1. assign-on-payment.

5.2. Where IP is assigned, the Contractor:

(a) assigns to the Client (with full title guarantee) all IP rights in the deliverables created under this Agreement, with effect from payment of the relevant fees;

(b) waives all moral rights in the deliverables to the maximum extent permitted by law; and

5.3. The Contractor retains all rights in pre-existing materials and tools used to create the deliverables and grants the Client a non-exclusive, perpetual, royalty-free licence to use them as part of the deliverables.

6. Confidentiality

6.1. The Contractor shall keep all confidential information of the Client (including business plans, customer data, source code, and pricing) strictly confidential, both during and after this Agreement.

6.2. This obligation does not apply to information that is or becomes public through no fault of the Contractor, was already known to the Contractor, or is required to be disclosed by law.

7. Data Protection

7.1. To the extent the Contractor processes personal data on behalf of the Client, the Parties shall comply with the UK GDPR and Data Protection Act 2018, and shall enter into a data processing agreement before such processing begins.

8. Warranties

8.1. The Contractor warrants that:

(a) it has the right and authority to enter into this Agreement;

(b) the Services will be performed with reasonable skill and care;

(d) the Contractor is not bound by any other agreement that would prevent it from performing the Services.

9. Termination

9.1. Either Party may terminate this Agreement by giving 2 weeks' written notice.

9.2. Either Party may terminate immediately by written notice if the other:

(a) commits a material breach not remedied within 14 days of written notice; or

(b) becomes insolvent, enters administration, or has a winding-up order made against it.

9.3. On termination, the Client will pay for Services properly performed up to the date of termination.

10. Liability

10.1. Neither Party limits or excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

10.2. Subject to clause 10.1, each Party's total aggregate liability under this Agreement shall not exceed the total fees paid or payable in the 12 months preceding the claim.

10.3. Neither Party is liable for indirect or consequential losses, loss of profit, loss of business, or loss of data.

11. General

11.1. This Agreement is the entire agreement between the Parties on its subject matter.

11.2. Any variation must be in writing and signed by both Parties.

11.3. Nothing creates a partnership, agency, or employment relationship.

11.4. Notices must be in writing.

11.5. If any provision is invalid, the remainder continues in force.

12. Governing Law and Jurisdiction

12.1. This Agreement is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Signed for and on behalf of [clientName]:

Name: ____________________________

Position: __________________________

Signature: _________________________

Date: ____________________________

Signed by / for [contractorName]: