Freelance Software Developer’s Contract Template

Freelance Software Developer’s Agreement


This Freelance Software Developer’s Agreement has been designed for use by freelance software developers providing their services to business clients.

Fully compliant with IR35, this contract aims to ensure that the freelancer is treated only as a self-employed contractor and is never deemed to be a de-facto employee of his/her client. Whilst the relationship between the freelancer and the client must function appropriately outside of the wording of the contract as well; a carefully worded contract ensuring the independence of the freelancer is a key starting point.

As a self-employed freelancer, the developer is, for example, free to provide a suitably qualified substitute in his/her place, is free to determine when and how work is completed (subject of course to the client’s requirements), is free to take on other clients, and most importantly may be subject to penalties if the work is not completed on time.

Both parties provide extensive warranties, particularly with regard to the non-infringement of third party intellectual property rights. Each party also agrees to indemnify the other in the event of a breach of warranty. The liability of either party can be limited if desired.

Payment under this agreement may take the form of a flat fee or an initial fee followed by a series of milestone payments. Moreover, the fee also serves as consideration for the assignment of the copyright (and any other IP rights) in the work produced by the developer. Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.


This Freelance Software Developer’s Agreement contains the following sections:

1. Definitions and Interpretation
2. Engagement of the Developer
3. Nature of Engagement
4. Self-Employment Status of the Developer
5. Fee
6. Intellectual Property
7. Warranties and Indemnity
8. Confidentiality
9. Termination
10. Nature of the Agreement
11. Severance
12. Notices
13. Alternative Dispute Resolution
14. Law and Jurisdiction

and the following schedules:

1. The Software
2. Client’s Materials


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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