Self Employed Consultant Agreement (Long) - Provider Version

This form of Self-Employed Consultant Agreement (Long) - Provider Version provides an extensive contract for a contractor who is an individual sole trader to use where he/she intends to perform services as a self-employed consultant for a company. (It is also suitable where the contractor is a partnership, but not a company.)

This Provider version is more favourable to the consultant than the accompanying Client version in that it does not include Non-Solicitation or Non-Competition undertakings to the client, nor does it include some of the other features of the Client version conferring additional protection for the client.

This version also provides an option for vesting of Intellectual Property in respect of work in the consultant thereby favouring the consultant rather than in the client. It also includes alternative wording to vest the Intellectual Property in the client where the consultant is unable to negotiate a right to vest the Intellectual Property in the consultant.

This template is appropriate where the work is of high value or the relationship between the parties is complex or is to be for a reasonable length of time. With minor amendments, it can easily be adapted for use where the client is an individual rather than a company.

This form of agreement aims to reduce the risk that the individual consultant might be deemed to be a de-facto employee of the other party rather than a sole trader who is a self-employed contractor but whether in law he is self-employed will depend on all circumstances (not just on the terms of this agreement). The relevant HMRC guidance and case law are not sufficiently precise to provide a simple answer on the point and so we recommend that you take professional employment law, tax, and NIC advice in relation to your circumstances before you decide to use this form of agreement. Nevertheless, a carefully worded contract ensuring the independence of the individual consultant is a key starting point.

Where the consultant is an incorporated company (rather than an individual sole trader) the alternative drafted for this purpose, the Consultancy Agreement (Long) – Company (engaging employees/subcontractors) should be used.

The data protection provisions in this document have been updated with reference to the UK GDPR.

This Self-Employed Consultant Agreement (Long) - Provider Version contains the following clauses:

1. Definitions and Interpretations

2. Appointment of the Consultant and Duration

3. Time for Performance

4. Obligations of the Consultant

5. Engaging Professional Advisers or Experts

6. Use of Assistants

7. Tax and NI

8. Insurance

9. Fees and Expenses

10. Late Payment

11. Access to Company Premises and Facilities

12. Intellectual Property

13. Termination

14. Effects of Termination

15. Confidentiality

16. Force Majeure

17. No Waiver

18. Severance

19. Entire Agreement

20. Non Assignment

21.Third Party Liability

22.Notices and Services

23. Data Protection

24. Data Processing

25. Status of Consultant and Assistants

26. Nature of Engagement

27. Agreement in Counterparts

28. Set Off

29. Arbitration

30. Applicable Law and Jurisdiction

Schedule:

A. Scheduled Services

B. Time for Completion of Scheduled Services

C. Fees

D. Invoices and Receipts

E. Permit or Permissions

F. Safety and Security Requirements

G. Facilities

H. Locations and Facilities

I. Data Processing

J. Assistants

This document is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

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