A neutral-form agreement for a freelancer or independent contractor to carry out a simple, fixed-price job for a business customer, governed by the law of England & Wales. This template is for business-to-business use only. If the customer is a consumer, additional mandatory protections apply (including cancellation rights, information requirements and fairness controls) and this template requires substantial amendment before use in that context.
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - This is for a genuine independent contractor, not an employee, keep the working arrangements consistent with that (clause 6), as status depends on the reality. - Be clear on the scope and deliverables (Schedule 1), most disputes are about what was, and was not, included. - Have a solicitor review before use for higher-value or ongoing work.
---
THIS AGREEMENT is made on [DATE]
BETWEEN (1) [CUSTOMER NAME] of [ADDRESS] (the "Customer"); and (2) [CONTRACTOR NAME] of [ADDRESS] (the "Contractor").
Agreed terms
1. The work. The Contractor will carry out the work described in Schedule 1 (the "Work") and deliver the deliverables listed there.
2. Standard and timing. The Contractor will perform the Work with reasonable care and skill, and complete it by [DATE] / within [PERIOD].
3. Price and payment. The Customer will pay a fixed fee of £[AMOUNT] (plus VAT if applicable), payable [on completion / [NUMBER]% on signing and the balance on completion]. Invoices are payable within [NUMBER] days.
4. Expenses. The fee is inclusive of expenses, except [pre-approved expenses, reimbursed on production of receipts].
5. Changes. Any change to the Work must be agreed in writing, with any effect on price and timing agreed at the same time.
6. Independent contractor. The Contractor is self-employed, not an employee or worker, supplies their own equipment, may work for others, and is responsible for their own tax and National Insurance.
7. Intellectual property. On full payment, the Contractor assigns to the Customer the intellectual property in the deliverables created specifically for the Customer, and will sign any document needed to confirm this. The Contractor retains pre-existing materials and tools, licensing them to the Customer so far as needed to use the deliverables.
8. Confidentiality. Each party will keep the other's confidential information secret and use it only for the Work.
9. Liability. Neither party excludes liability that cannot lawfully be excluded (including for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation). Subject to that, the Contractor's total liability is limited to [the fee paid / £[AMOUNT]]. Note: any liability cap must be reasonable in the circumstances and, where the customer is a consumer, is subject to the fairness controls under the Consumer Rights Act 2015.
10. Termination. Either party may end this Agreement on [NUMBER] days' notice or immediately for material breach. On termination, the Customer will pay for Work properly done up to that date. Where the Customer is a consumer contracting at a distance or off-premises, statutory cancellation rights and regulated refund/payment obligations may apply and take precedence over this clause.
11. Governing law and jurisdiction. This Agreement is governed by the law of England and Wales, whose courts have exclusive jurisdiction.
Execution
Signed by [CUSTOMER NAME]: __________________ Date: [DATE]
Signed by [CONTRACTOR NAME]: __________________ Date: [DATE]
Schedule 1, The Work and deliverables
--- This template is a starting point and not legal advice. Employment status depends on the reality of the relationship, have a qualified solicitor review and adapt it before use. Governing law: England & Wales.