Freelancer Copywriter Agreement (Licence of Work)
This Freelancer Copywriter Agreement (Licence of Work) has been designed
for use by an individual freelance copywriter contracting personally to
provide his services to a business client.
The Data Protection clause in the document reflects data protection law
requirements. It refers to a Privacy Notice available on request or
attached as a Schedule. You might wish to use the standard Privacy Notice
for this purpose: you can find it by clicking
Consultancy (Company) Copywriter Agreement (Licence of Work)
template is to be used instead by the copywriter when he contracts through
his personal service (or other intermediary) company rather than directly.
(The information page with that template includes guidance about tax,
employment status, IR35 and agency workers, where an intermediary company
This agreement aims to reduce the risk that the freelancer might be deemed
to be a de-facto employee of his/her client rather than a sole trader who
is a self-employed contractor. However, whether he is treated by HMRC, a
tribunal, or any other body, as self-employed will depend not only on what
is contained in his contract but also on all other circumstances: those
circumstances will include the way in which the contract is implemented and
the conduct of the client, the freelancer and anyone the freelancer engages
to do any of the work for the freelancer, and all related arrangements
HMRC provides some guidance on its website about self-employment. Its
decisions as to whether someone is a self-employed sole trader are often
based on a “balancing exercise” in which it gives weightings to various
factors. However, neither the HMRC guidance nor case law are sufficiently
precise to enable anyone to predict how in any particular case the
“balancing exercise” would be carried out or what HMRC’s conclusion would
be about that particular case. For that reason we recommend that you take
professional employment law, tax, and NIC advice in relation to your
particular circumstances before you decide to use or adapt this template.
Nevertheless, a carefully worded contract ensuring the independence of the
freelancer is a key starting point. As a self-employed freelancer (rather
than as an employee of the client), the copywriter is, for example, free to
engage a suitably qualified person to do some or all of the work in his
place, is free to determine when, where 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.
Payment under this agreement may take the form of a flat fee or an hourly
The agreement provides for all copyright and other IP rights in the work
produced by the copywriter to be owned exclusively by him so that he may
use and exploit the work as he wishes. The document also includes, by means
of a licence granted by the copywriter under his IP rights, the right for
the client to use the work for a specific purpose (as set out in schedule
1) but not any other purpose. There is also wording in this licence
allowing you to state how long the client may use the work, either
indefinitely or for a fixed period stated in the document. The flat fee or
hourly payment payable by the client serves as consideration for the
licence granted to it.
of this document provides for all IP rights in the work produced by the
copywriter to be assigned to the client. This means that the client
exclusively owns all of the copyright and other IP rights in the work, so
that it is then free to use and exploit the work as it wishes. It does not
give the copywriter any licence or other rights to make any use of it at
all, and so the copywriter may wish to take into account the fact that he
is not permitted to use any of the work when he negotiates the amount of
his fees for his work.
Each party provides warranties and indemnities to the other with regard to
non-infringement of third party intellectual property rights.
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 Freelancer Copywriter Agreement (Licence of Work) contains the
1. Definitions and Interpretation
2. Engagement of the Copywriter
3. Nature of Engagement
4. Self-Employment Status of the Copywriter
6. The Work and Intellectual Property
7. Warranties and Indemnity
11. Personal Information (Data Protection)
12. Force Majeure
13. Nature of the Agreement
16. Alternative Dispute Resolution
17. Law and Jurisdiction
and the following schedule:
Name of any Consultant engaged by Copywriter
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