Ongoing Independent Contractor Agreement for the United Kingdom

Ongoing Independent Contractor Agreement Template for England and Wales

A comprehensive legal agreement governed by the laws of England and Wales, establishing the terms and conditions for an ongoing independent contractor relationship. The agreement defines the scope of services, payment terms, intellectual property rights, and clearly establishes the contractor's self-employed status while ensuring compliance with relevant legislation including IR35. It provides protection for both parties while maintaining the flexibility inherent in contractor relationships.

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What is a Ongoing Independent Contractor Agreement?

The Ongoing Independent Contractor Agreement is designed for businesses in England and Wales seeking to engage independent professionals on a continuous basis while maintaining clear distinction from employment relationships. This agreement is essential when establishing long-term contractor relationships, particularly where IR35 considerations are relevant. It covers essential elements including service scope, payment terms, intellectual property rights, confidentiality, and termination provisions, while ensuring compliance with UK contractor legislation. The document is particularly valuable for businesses seeking to maintain flexibility in their workforce while protecting their interests and clearly defining the commercial relationship.

What sections should be included in a Ongoing Independent Contractor Agreement?

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Services: Detailed description of services to be provided

5. Payment Terms: Fees, invoicing, and payment procedures

6. Term and Termination: Duration and termination provisions

7. Independent Contractor Status: Clear statement of independent contractor relationship

8. Intellectual Property: Ownership and rights to work product

9. Confidentiality: Protection of confidential information

What sections are optional to include in a Ongoing Independent Contractor Agreement?

1. Equipment and Resources: Provisions regarding specific equipment or resources provided by either party

2. Insurance Requirements: Specific insurance obligations and coverage requirements

3. Non-Compete: Restrictions on competitive activities during and after the agreement

4. Data Protection: GDPR and data handling obligations for personal data processing

What schedules should be included in a Ongoing Independent Contractor Agreement?

1. Schedule of Services: Detailed scope of services and deliverables

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

3. KPIs/Service Levels: Performance metrics and standards

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

5. Insurance Requirements: Detailed insurance specifications and minimum coverage requirements

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

Jurisdiction

England and Wales

Publisher

Genie AI

Cost

Free to use
Industries

Employment Rights Act 1996: Key legislation to establish clear distinction between contractor and employee status, helping prevent unintended employment relationships

National Minimum Wage Act 1998: While not directly applicable to contractors, important for status distinction and avoiding misclassification

Working Time Regulations 1998: Relevant for proper classification of the contractor relationship and avoiding unintended employment obligations

IR35 Legislation: Critical tax legislation governing off-payroll working rules, essential for determining tax status and ensuring genuine self-employed status

Equality Act 2010: Provides basic protections against discrimination that apply to contractors as well as employees

Income Tax (Earnings and Pensions) Act 2003: Key tax legislation governing how contractor income is treated for tax purposes

Social Security Contributions and Benefits Act 1992: Governs national insurance contributions and benefits applicable to self-employed contractors

Value Added Tax Act 1994: Relevant for VAT-registered contractors and their billing obligations

GDPR and Data Protection Act 2018: Governs how personal data must be handled and protected in the contractor relationship

Health and Safety at Work etc. Act 1974: Sets out basic health and safety obligations that may apply even in contractor relationships

Copyright, Designs and Patents Act 1988: Governs intellectual property rights and their assignment or licensing in contractor relationships

Contracts (Rights of Third Parties) Act 1999: Determines how third parties may enforce terms of the contractor agreement

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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