A neutral-form agreement under which an advisor provides services to a company in return for a service fee, governed by the law of England & Wales. Suitable for consultants and independent advisers.
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - This is drafted for an independent contractor, not an employee, keep the working arrangements consistent with that (clause 7), as employment/tax status depends on the reality, not just the label. - Decide how fees are calculated (fixed, hourly or per milestone) in clause 3. - Under the Supply of Goods and Services Act 1982, a term that the services be carried out with reasonable care and skill is implied by law; clause 2 makes it express. - Have a solicitor review before use, especially the IP and tax-status clauses.
---
THIS ADVISOR AGREEMENT is made on [DATE]
BETWEEN (1) [COMPANY NAME], a company registered in England and Wales (no. [COMPANY NUMBER]) of [REGISTERED ADDRESS] (the "Company"); and (2) [ADVISOR NAME] of [ADDRESS] (the "Advisor").
Agreed terms
1. Services. The Advisor will provide the following services: [DESCRIBE SERVICES] (the "Services"), from [START DATE] until terminated under clause 8.
2. Standard of service. The Advisor will perform the Services with reasonable care and skill and within a reasonable time, in line with good industry practice.
3. Fees. The Company will pay the Advisor [£[AMOUNT] per [hour / day] / a fixed fee of £[AMOUNT] / £[AMOUNT] on completion of each milestone in Schedule 1]. The Advisor will invoice [monthly/on completion], and the Company will pay within [NUMBER] days of a valid invoice. Fees are [inclusive/exclusive] of VAT.
Note: choose one fee basis and delete the rest.
4. Expenses. The Company will reimburse reasonable pre-approved expenses on production of receipts.
5. Confidentiality. The Advisor will keep the Company's confidential information secret, use it only for the Services, and return or destroy it on request. This obligation continues after this Agreement ends.
6. Intellectual property. All intellectual property created by the Advisor in providing the Services is assigned to the Company on creation, and the Advisor will sign any documents needed to give effect to this. The Advisor keeps ownership of know-how and materials existing before this Agreement but grants the Company a licence to use them so far as needed for the Services.
7. Independent contractor status. The Advisor is engaged as a self-employed independent contractor, not an employee or worker, and is responsible for their own tax and National Insurance. However, employment and tax status depends on the actual working relationship in practice, not just this label, and the off-payroll working (IR35) rules may apply so that responsibility for PAYE and National Insurance can fall on the Company or fee-payer in some circumstances. Nothing in this Agreement creates an employment relationship or partnership.
8. Term and termination. Either party may end this Agreement on [NUMBER] days' written notice, or immediately if the other commits a material breach that is not remedied within [NUMBER] days of written notice.
9. Liability. Neither party excludes liability that cannot lawfully be excluded. Subject to that, the Advisor's total liability under this Agreement is limited to [£[AMOUNT] / the total fees paid].
10. Governing law and jurisdiction. This Agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
Execution
Signed for and on behalf of [COMPANY NAME]: __________________ Date: [DATE]
Signed by [ADVISOR NAME]: __________________ Date: [DATE]
--- This template is a starting point and not legal advice. Have a qualified solicitor review and adapt it before use. Governing law: England & Wales.