Consultancy (Company) Editor Agreement
This Consultancy (Company) Editor Agreement has been designed for use by a
freelance editor contracting through a personal service company (or other
intermediary company) to provide his services to business clients rather
than contracting directly as an individual. (The accompanying template, the
Freelance Editor Agreement
, is to be used instead when the editor is an individual).
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
This agreement aims to reduce the risk that, under employment law and any
other applicable law, despite use of a personal service (or other
intermediary) company, the editor is regarded as an employee as opposed to
a self-employed contractor.
Nevertheless, he might still be treated as an employee by HMRC, an
employment tribunal or any other body, and legislation (such as IR35,
agency worker, or other rules) might still apply in a way which adversely
impacts the editor’s or his company’s legal, tax or NIC position. Whether
that is so will depend not just on what is contained in this contract but
also on all other circumstances. Those circumstances may include the way in
which the contract is implemented, and all arrangements between the
company, the client, and the editor.
HMRC provides some guidance on its website about employment,
self-employment, IR35, and agency workers. Its decisions on these points
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,
before you decide to use or adapt this template, you take professional
advice in relation to your particular circumstances as to any impact on the
company and the editor of employment law, tax, and NIC rules.
A carefully worded contract ensuring the independence of the company is
still a key starting point. Unlike an employee, the company is an
independent contractor which is free to provide any suitably qualified
person rather than only the editor or any other particular individual
having to do the work, it is free to determine when, where and how work is
completed (subject of course to the client’s requirements), it is free to
take on other clients, and, most importantly, it 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. Each party provides warranties and indemnities to the other with
regard to the non-infringement of third party intellectual property rights.
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)
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 Consultancy (Company) Editor Agreement contains the following
1. Definitions and Interpretation
2. Engagement of the Editor
3. Nature of Engagement
4. Status of the Editor
6. The Work and Intellectual Property
7. Editor’s Warranties and Editor’s and Client’s Indemnities
8. Client’s Warranties
12. Personal Information (Data Protection)
13. Force Majeure
14. Nature of the Agreement
17. Alternative Dispute Resolution
18. Law and Jurisdiction
and the following schedules:
1. The Editing Services
2. Privacy Notice
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