Freelance Editor's Contract

This Freelance Editor's Contract has been designed for use by an individual freelance editor contracting personally to provide his services to a business client.

This document has been updated with a simplified data protection clause which refers to a separate data protection policy (or similar). Full details of personal data use should be provided in that document.

The accompanying Freelance Editor's Agreement template is to be used instead by the editor 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 is used).

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 between them.

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 editor 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 royalty payment calculated as a percentage of gross receipts from the edited work. Whilst royalties for editors are not common, certain editors may prefer this method of payment. Moreover, the fee also serves as consideration for the assignment to the client of the copyright (and any other IP rights) in the work produced by the editor. The editor waives any and all moral rights to which he/she may be entitled and is credited in the final work in exchange.

The assignment of all copyright and other IP rights in the edited work produced for the client by the editor means that the client will own all of those rights exclusively, and so the client will be free to use and exploit the edited work as it wishes. The editor is not granted any right to use or exploit any of the work, and consequently the editor will not have any right to make any use of any of the work for his own (or any third party) purposes.

Each party provides warranties and indemnities to the other with regard to the 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 Freelance Editor's Agreement contains the following sections:

1. Definitions and Interpretation

2. Engagement of the Editor

3. Nature of Engagement

4. Self-Employment Status of the Editor

5. Consideration

6. The Work and Intellectual Property

7. Editor’s Warranties and Editor’s and Client’s Indemnities

8. Client’s Warranties

9. Liability

10. Confidentiality

11. Termination

12. Personal Information (Data Protection)

13. Force Majeure

14. Nature of the Agreement

15. Severance

16. Notices

17. Alternative Dispute Resolution

18. Law and Jurisdiction

and the following schedules:

1. The Editing Services

2. Privacy Notice

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