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
9. Fees and Expenses
10. Late Payment
11. Access to Company Premises and Facilities
12. Intellectual Property
14. Effects of Termination
16. Force Majeure
17. No Waiver
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
30. Applicable Law and Jurisdiction
A. Scheduled Services
B. Time for Completion of Scheduled Services
D. Invoices and Receipts
E. Permit or Permissions
F. Safety and Security Requirements
H. Locations and Facilities
I. Data Processing
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