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Contractor agreement template

Engaging a freelancer or contractor in the UK? This template covers the basics — services, fees, IP, liability — and is written with IR35 'outside' status in mind.

Last updated May 2026Reviewed against UK gov.uk sources

A contractor agreement does two jobs at once: it sets out the commercial terms, and it documents the working relationship for IR35 purposes. The clauses below — substitution, control, mutuality of obligation — aren't padding; they're the specific evidence HMRC looks at if the engagement is challenged. Get them right and the agreement is short.

Direct answer

Engaging a freelancer or contractor in the UK? This template covers the basics — services, fees, IP, liability — and is written with IR35 'outside' status in mind. Use the key facts, step list and official source links on this page to confirm the decision before you spend money or register anything.

Contractor services agreement

CONTRACTOR SERVICES AGREEMENT Date: [DATE] Between: (1) [CLIENT NAME] of [ADDRESS] ("Client"); and (2) [CONTRACTOR NAME] of [ADDRESS], company no. [IF LTD] ("Contractor"). 1. SERVICES The Contractor will provide the services described in Schedule 1 (the "Services") to the Client. 2. NATURE OF RELATIONSHIP The Contractor is an independent contractor, not an employee or worker of the Client. Specifically: (a) the Contractor decides when, where and how the Services are performed, subject only to reasonable project deadlines; (b) the Contractor may send a suitably qualified substitute to perform the Services, subject to the Client's reasonable approval; (c) the Contractor is not entitled to holiday pay, sick pay, pension contributions or other employee benefits; (d) the Contractor is responsible for their own income tax, National Insurance and VAT (if applicable); (e) the Contractor may provide services to other clients during the term. 3. FEES & EXPENSES The Client will pay the Contractor [£RATE per day/hour/project] plus VAT (if applicable). Invoices are due within [30] days of receipt. Pre-agreed expenses will be reimbursed at cost on production of receipts. 4. TERM & TERMINATION This Agreement begins on [START DATE] and continues until [END DATE / completion of the Services]. Either party may terminate on [30] days' written notice. The Client may terminate immediately for material breach or insolvency. 5. INTELLECTUAL PROPERTY On full payment, the Contractor assigns to the Client all intellectual property rights in the deliverables specifically created for the Client under this Agreement. The Contractor retains all rights in pre-existing tools, methods and know-how, and grants the Client a perpetual, royalty-free licence to use them as embedded in the deliverables. 6. CONFIDENTIALITY Each party will keep the other's confidential information confidential during and after this Agreement. 7. LIABILITY Neither party excludes liability for death, personal injury or fraud. Otherwise, each party's total liability under this Agreement is capped at the fees paid or payable in the 12 months preceding the claim. Neither party is liable for indirect or consequential loss. 8. INSURANCE The Contractor will maintain professional indemnity insurance of at least £[1m] and public liability insurance of at least £[1m] during the term. 9. GENERAL This Agreement is governed by English law. The courts of England and Wales have exclusive jurisdiction. No variation is effective unless in writing and signed by both parties. SCHEDULE 1 — THE SERVICES [Describe what the Contractor will do, key deliverables and any milestones or acceptance criteria.] Signed: Client: ____________________ Date: __________ Contractor: ________________ Date: __________

Section 01

The IR35 essentials baked into this template

  • Substitution clause — the contractor can send someone else (the strongest IR35 indicator).
  • Control language — the contractor decides how the work is done.
  • No mutuality of obligation — no guaranteed ongoing work, no obligation to accept it.
  • No employee benefits — no holiday pay, sick pay, pension or notice equivalents.
  • Right to work for others — confirms the contractor is in business on their own account.

Section 02

What to fill in before signing

  • Schedule 1 — describe the services and deliverables in specific terms.
  • Fee structure — day rate, hourly or fixed fee with payment terms.
  • Insurance limits — match what the contractor actually holds (most freelancers carry £1m PI and £1m PL).
  • Termination notice — 30 days is normal; shorter for short engagements.

Section 03

When to upgrade to a longer form

Use a bespoke agreement (drafted by a lawyer) when: the engagement is over £100k, involves regulated activity, requires complex IP assignments, or the contractor will be on-site at customer premises. A £400 solicitor review is cheap insurance on a £150k contract.

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