Non Employee Contract Template for England and Wales

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Key Requirements PROMPT example:

Non Employee Contract

"I need a Non Employee Contract for a software developer who will work on our new mobile app project starting March 2025, with specific IP provisions to ensure all code created belongs to our company and clear data protection obligations."

Document background
This Non Employee Contract is essential for businesses engaging independent contractors in England and Wales. It establishes clear boundaries between employment and contractor status, crucial for IR35 compliance. The document covers essential elements including scope of services, payment terms, intellectual property rights, confidentiality, and liability provisions. It's designed to protect both parties while maintaining the contractor's independence and avoiding creation of employment rights. This contract type is particularly relevant given increasing scrutiny of contractor relationships by HMRC.
Suggested Sections

1. Parties: Identifies and defines the contracting parties

2. Background: Sets out context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

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

5. Payment Terms: Fees, payment schedule, and invoicing arrangements

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

7. Intellectual Property Rights: Ownership and usage rights of IP created during service provision

8. Confidentiality: Obligations regarding confidential information and trade secrets

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

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

Optional Sections

1. Data Protection: Terms governing the processing of personal data, required when contractor will handle personal information

2. Non-Compete: Restrictions on competitive activities during and after the contract term

3. Equipment Provision: Terms regarding any equipment or resources provided by the client

4. Health and Safety: Specific health and safety obligations when work is performed on client premises

5. Insurance: Specific insurance requirements for the contractor

Suggested Schedules

1. Schedule 1 - Services Description: Detailed scope of services, deliverables, and specifications

2. Schedule 2 - Fees and Payment: Detailed fee structure, rates, and payment terms

3. Schedule 3 - Service Levels: Performance metrics, quality standards, and KPIs

4. Schedule 4 - Data Processing Agreement: Detailed terms for personal data processing if applicable

5. Schedule 5 - Key Personnel: Details of key individuals responsible for 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 legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Supply of Goods and Services Act 1982: Primary legislation governing contracts for services, implying terms about reasonable care and skill in service provision

Contracts (Rights of Third Parties) Act 1999: Legislation determining whether and how third parties can enforce terms of the contract

Consumer Rights Act 2015: Relevant when contracting with consumers rather than businesses, setting out consumer protection requirements

Data Protection Act 2018 and UK GDPR: Legislation governing the processing and protection of personal data in contractual relationships

IR35 Legislation: Tax legislation ensuring proper classification of contractor status and preventing disguised employment

Employment Rights Act 1996: Key legislation to reference when ensuring contract terms don't inadvertently create employment rights

Ready Mixed Concrete v Minister of Pensions [1968]: Key case law establishing tests for determining employment status

Autoclenz v Belcher [2011]: Significant case law regarding the determination of employment status and contractual relationships

Competition Act 1998: Relevant for considering the validity and enforcement of restrictive covenants in the contract

Equality Act 2010: Legislation ensuring contract terms are non-discriminatory and comply with equality requirements

Modern Slavery Act 2015: Legislation to consider regarding service provision and supply chain compliance

Health and Safety at Work Act 1974: Relevant when contractor works on client premises, establishing safety obligations

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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