Contractor Retainer Agreement Template for England and Wales

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Key Requirements PROMPT example:

Contractor Retainer Agreement

"I need a Contractor Retainer Agreement for a software developer who will provide 15 hours per week of development services starting March 2025, with specific provisions for intellectual property rights and source code ownership."

Document background
The Contractor Retainer Agreement is essential for businesses in England and Wales seeking to establish long-term relationships with independent contractors while maintaining clear boundaries between employment and contractor status. This document is particularly relevant in today's gig economy and flexible working arrangements, where companies need reliable access to specialized skills without the obligations of full-time employment. The agreement covers crucial elements such as service scope, payment terms, intellectual property rights, and confidentiality obligations, while ensuring compliance with IR35 and other relevant legislation.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the retainer agreement

3. Definitions: Key terms used throughout the agreement

4. Services: Detailed description of services to be provided

5. Fees and Payment: Retainer fee structure and payment terms

6. Term and Termination: Duration and termination provisions

7. Obligations of the Parties: Key responsibilities of both parties

8. Intellectual Property Rights: Ownership and usage rights of intellectual property created during the engagement

9. Confidentiality: Protection of confidential information and trade secrets

10. Limitation of Liability: Limitations on liability and indemnification provisions

11. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement

Optional Sections

1. Service Levels: Specific performance metrics and standards that must be maintained during service delivery

2. Change Control: Process for making changes to services or agreement terms

3. Force Majeure: Provisions for handling unforeseen circumstances and events beyond parties' control

4. Insurance: Specific insurance requirements and coverage levels

5. Data Protection: Specific provisions relating to handling of personal data under UK GDPR

6. Non-Compete and Non-Solicitation: Restrictions on competitive activities and solicitation of clients/employees

Suggested Schedules

1. Schedule 1 - Services: Detailed breakdown of services to be provided under the agreement

2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, payment structure, and rates

3. Schedule 3 - Service Levels: Specific performance metrics, measurements, and reporting requirements

4. Schedule 4 - Key Personnel: Details of key individuals involved in service delivery and their roles

5. Schedule 5 - Policies and Procedures: Relevant company policies and procedures that the contractor must comply with

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Industries

Employment Rights Act 1996: Primary legislation governing employment rights, though for contractors, this is relevant mainly for determining employment status and rights distinctions between employees and contractors

Equality Act 2010: Protects against discrimination and promotes equality in professional relationships, applicable even in contractor arrangements

Companies Act 2006: Relevant for corporate governance and business relationships, particularly if the contractor operates through a limited company

Working Time Regulations 1998: While primarily for employees, certain aspects may apply to contractors depending on their status and working arrangements

IR35 Legislation: Off-payroll working rules determining tax status of contractors and preventing disguised employment

Supply of Goods and Services Act 1982: Governs the provision of services and implied terms in service contracts

Consumer Rights Act 2015: May be relevant if the contractor provides services to consumers or if the hiring entity is considered a consumer

UK GDPR: Regulates the processing and handling of personal data in the UK post-Brexit

Data Protection Act 2018: UK's implementation of data protection requirements, working alongside UK GDPR

Income Tax Act 2007: Governs taxation of income, relevant for contractor payment structures and tax obligations

Value Added Tax Act 1994: Relevant for VAT registration and charging requirements for contractors

Health and Safety at Work Act 1974: Sets out health and safety obligations in the workplace, applicable to all working relationships

Copyright, Designs and Patents Act 1988: Governs intellectual property rights and ownership of work created during the contract

Trade Marks Act 1994: Relevant for protecting and using trademarks in the context of the contractor relationship

Management of Health and Safety at Work Regulations 1999: Provides specific requirements for managing health and safety in the workplace

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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