Freelance Retainer Contract Template for England and Wales

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Key Requirements PROMPT example:

Freelance Retainer Contract

"I need a Freelance Retainer Contract for a senior software developer who will provide 15 hours per week of development services starting March 2025, with specific provisions for code ownership and client confidentiality requirements in the fintech sector."

Document background
The Freelance Retainer Contract is designed for situations where a business requires regular access to a freelancer's services without creating an employment relationship. This document, governed by English and Welsh law, provides a framework for ongoing collaboration while protecting both parties' interests. It typically includes detailed service specifications, payment terms, intellectual property provisions, and clear distinctions from employment contracts to ensure IR35 compliance. The agreement is particularly useful for long-term professional relationships where work volume may vary but regular availability is required.
Suggested Sections

1. Parties: Identifies the contracting parties and their details

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Services: Detailed description of services to be provided

5. Fees and Payment: Payment terms, rates, and invoicing procedures

6. Term and Termination: Duration of agreement and termination provisions

7. Intellectual Property: Ownership and usage rights of created works

8. Confidentiality: Protection of confidential information and trade secrets

9. Data Protection: Compliance with data protection laws and handling of personal data

10. Liability and Indemnity: Limitations of liability and indemnification provisions

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

Optional Sections

1. Non-Compete: Restrictions on working with competitors during and after the agreement term

2. Equipment and Resources: Provisions regarding tools, equipment, and resources provided by either party

3. Insurance: Required insurance coverage and minimum insurance levels

4. Change Control: Process for managing changes to services or agreement terms

5. Force Majeure: Provisions for handling events beyond parties' reasonable control

Suggested Schedules

1. Schedule of Services: Detailed breakdown of services and deliverables to be provided

2. Rate Card: Detailed fee structure, rates, and payment terms

3. Service Levels: Performance metrics, standards, and quality requirements

4. Key Personnel: List of key individuals involved in service delivery and their roles

5. Data Processing Agreement: Detailed terms for processing personal data in compliance with data protection laws

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

Relevant Industries
Relevant Teams
Relevant Roles
Industries

Employment Rights Act 1996: Key legislation to reference when establishing clear boundaries between freelance and employment status, helping prevent misclassification of employment status

Equality Act 2010: Ensures protection against discrimination in professional relationships and sets standards for equal treatment

Data Protection Act 2018 and UK GDPR: Governs the handling, processing, and protection of personal data between contracting parties

Consumer Rights Act 2015: Relevant if the freelancer's services involve dealing with consumers on behalf of the client

Supply of Goods and Services Act 1982: Establishes statutory rights and obligations regarding the provision of services and goods in commercial relationships

Unfair Contract Terms Act 1977: Controls the use of unfair terms in contracts and limits the extent to which liability can be excluded

Late Payment of Commercial Debts (Interest) Act 1998: Provides framework for charging interest on late payments in commercial transactions

IR35 Legislation: Off-payroll working rules that determine tax status of freelancers and contractors, crucial for establishing genuine self-employed status

Value Added Tax Act 1994: Governs VAT obligations and requirements for freelance services above the registration threshold

Copyright, Designs and Patents Act 1988: Regulates intellectual property rights and ownership of work created during the freelance engagement

Trade Marks Act 1994: Protects brand elements and governs use of client's trademarks in freelance work

Health and Safety at Work etc. Act 1974: Establishes safety obligations when freelancer works on client premises or uses client equipment

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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