Independent Subcontractor Agreement Template for England and Wales

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Key Requirements PROMPT example:

Independent Subcontractor Agreement

"I need an Independent Subcontractor Agreement for a software developer who will be working on our mobile app project for 6 months starting January 2025, with specific provisions for code ownership and data protection compliance."

Document background
The Independent Subcontractor Agreement is essential for businesses operating in England and Wales that engage external service providers on a self-employed basis. This agreement helps protect both parties by clearly defining the business relationship, scope of services, payment terms, and legal obligations. It addresses key aspects such as IR35 compliance, intellectual property rights, and liability while maintaining clear distinction from employment relationships. The document is particularly important for ensuring compliance with UK tax regulations and employment law, while providing a framework for successful business collaboration.
Suggested Sections

1. Parties: Identification and details of the contracting parties (contractor and subcontractor)

2. Background: Context of the agreement and brief description of the business relationship

3. Definitions: Key terms used throughout the agreement

4. Scope of Services: Detailed description of services to be provided by the subcontractor

5. Term and Termination: Duration of the agreement and circumstances for termination

6. Payment Terms: Fees, payment schedule, and invoicing requirements

7. Independent Contractor Status: Clear statement of self-employed status and relationship between parties

8. Confidentiality: Protection of confidential information and trade secrets

9. Intellectual Property: Ownership and rights to work product and pre-existing IP

10. Insurance and Liability: Required insurance coverage and limitation of liability provisions

Optional Sections

1. Non-Compete: Restrictions on competitive activities (use when protecting business interests from competition is crucial)

2. Non-Solicitation: Restrictions on soliciting clients or employees (use when protecting client relationships and workforce stability)

3. Data Protection: GDPR compliance and data handling requirements (use when personal data processing is involved)

4. Force Majeure: Provisions for unforeseen circumstances (use when long-term or high-value contracts are involved)

5. Change Control: Process for managing changes to services (use when scope of work might need adjustment)

Suggested Schedules

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

2. Fee Schedule: Detailed breakdown of fees and payment terms

3. Insurance Requirements: Specific insurance types and coverage levels required

4. Data Processing Agreement: GDPR-compliant data processing terms if applicable

5. Service Level Agreement: Performance metrics and service standards

6. Key Personnel: List of key individuals involved in service delivery

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: Core employment legislation that helps determine employment status and rights, crucial for establishing genuine independent contractor relationships

IR35 Legislation: Off-payroll working rules that determine tax status of contractors and prevent disguised employment

Agency Workers Regulations 2010: Regulations governing temporary workers and intermediaries, relevant for determining contractor status

Income Tax (Earnings and Pensions) Act 2003: Tax legislation governing how contractors' income should be treated for tax purposes

National Insurance Contributions Act 2014: Legislation covering social security contributions for different types of workers including contractors

Value Added Tax Act 1994: VAT regulations that may apply to contractor services above the registration threshold

Health and Safety at Work Act 1974: Primary legislation for workplace health and safety obligations and responsibilities

UK GDPR: Data protection regulations governing how personal data must be handled and processed

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

Equality Act 2010: Anti-discrimination legislation protecting individuals from unfair treatment

Unfair Contract Terms Act 1977: Legislation regulating unfair terms in contracts and limiting their enforceability

Copyright, Designs and Patents Act 1988: Intellectual property legislation governing ownership and protection of works created during the contract

Working Time Regulations 1998: Rules governing working hours and rest periods, which may be relevant depending on the contract structure

Civil Procedure Rules: Rules governing civil litigation in England and Wales, relevant for dispute resolution provisions

Common Law Contract Principles: Established case law principles governing contract formation, interpretation, and enforcement

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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