Free Subcontractor Agreement

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Subcontractor Agreement

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Transportation

Administrative

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SUBCONTRACTOR AGREEMENT

THIS SUBCONTRACTOR AGREEMENT (the "Agreement") is dated this ________ day of ________________, ________.

Client

____________________________________________________

(the "Client")

Contractor

____________________________________________________

(the "Contractor")

BACKGROUND
The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

Services Provided
The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):
- _______________________________________________________________
  _______________________________________________________________.
The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
Term of Agreement
The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.
Performance
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Currency
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.
Payment
The Contractor will charge the Client a flat fee of £__________ for the Services (the "Payment").
The Client will be invoiced when the Services are complete.
Invoices submitted by the Contractor to the Client are due within 30 days of receipt.
In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of the Contractor.
The Contractor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Contractor will indemnify the Client in respect of any such payments required to be made by the Client.
Reimbursement of Expenses
The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
All expenses must be pre-approved by the Client.
Confidentiality
Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
Ownership of Intellectual Property
All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.
Return of Property
Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
Capacity/Independent Contractor
In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
Right of Substitution
Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
In the event that the Contractor hires a sub-contractor:
- the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.
- for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.
Autonomy
Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
Equipment
Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.
No Exclusivity
The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
Notice
All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
1. ______________________
  ______________________________
2. ______________________
  ______________________________
or to such other address as either Party may from time to time notify the other.
Indemnification
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
Modification of Agreement
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
Time of the Essence
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
Assignment
The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
Entire Agreement
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
Enurement
This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
Titles/Headings
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Gender
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
Governing Law
This Agreement will be governed by and construed in accordance with the laws of England.
Severability
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
Waiver
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this ________ day of ________________, ________.

__________________________

Per:

____________________________

(Seal)

Officer's Name: __________________________

_______________________________

______________________ (Contractor)

Question Help

Subcontractor Agreement Document Preview

Document Preview About this Document

What is an Independent Contractor Agreement?

An Independent Contractor Agreement formalises the working arrangement between a client and a freelance contractor. The contractor agrees to provide specified services, and the client agrees to remunerate them financially. However, the freelancer is not an employee and thus retains autonomy on how to approach the task and remains free to work for other clients.

An Independent Contractor Agreement is also known as a:

Freelance contract or freelance agreement
Contractor agreement
Self-employed contract
Contract for services
Consulting agreement
Subcontractor agreement
General contractor letter

LawDepot's template automatically customises for England, Scotland, Wales, or Northern Ireland, helping ensure your agreement complies with your jurisdiction's laws.

Differences between an employee and an independent contractor

The distinction between employees and contractors matters for taxes, employment rights, and IR35. The table below covers the main practical differences.

Control over work

Employer decides what, when, where, and how

Contractor controls how, and often when, the work is done

Substitution

Must do the work personally

Contractor can hire employees or subcontractors to do the work

Tax and National Insurance

Deducted by the employer through PAYE

Contractor remits their own tax and NI contributions

Statutory rights

Holiday pay, sick pay, pension, redundancy, notice

None of the above by default

Equipment

Usually provided by the employer

Usually provided by the contractor

Financial risk

Paid a salary (low financial risk)

Running a business (high financial risk)

Integration

Part of the organisation

Outside the organisation

For tax-status questions, HM Revenue & Customs (HMRC) has a Check Employment Status for Tax (CEST) tool that gives an indication based on the actual working arrangement.

For more details on self-employed status, look at the UK’s employment legislation or talk to a solicitor about self-employed contractor employment status.

Key benefits of using an Independent Contractor Agreement

A clear written agreement protects both sides and reduces the risk of disputes once work is underway. Here's what you get from putting the arrangement in writing:

Clarity on scope of work and payment: Both parties know exactly what's being delivered, when, and for how much.
Dispute protection: A written record of the agreed terms is far easier to enforce than a verbal arrangement.
IR35 support: A contract that reflects genuine self-employed working practices helps demonstrate independent status.
Customisation: Tailor the agreement to fit the engagement with flexibility around intellectual property (IP), confidentiality, expenses, and subcontracting clauses.

LawDepot's Independent Contractor template is customisable to your jurisdiction and prompts you to include all the key elements to help protect both parties in a business relationship.

When to use an Independent Contractor Agreement

An Independent Contractor Agreement suits almost any engagement where a client hires a self-employed person or business to deliver a defined piece of work or service.

Some common use cases for an Independent Contractor Agreement include:

Hiring a freelance writer, designer, developer, or marketer for a project
Engaging a photographer, videographer, or caterer for an event
Bringing in a consultant for strategic, financial, or technical advice
Commissioning home repairs, renovations, or trade work (electrical, plumbing, carpentry)
Booking a gardener, cleaner, or carpenter for regular or one-off jobs
Retaining a personal assistant, bookkeeper, or virtual assistant on a self-employed basis
Subcontracting part of a larger project to another contractor

What to include in an Independent Contractor Agreement

A strong agreement includes terms that create a valid contract. LawDepot's questionnaire walks you through adding all the key elements, including:

Parties: Legal names and addresses of the contractor and the client, and whether each is an individual or a company. This identifies who's bound by the agreement.
Scope of services: A clear description of the work, deliverables, and any milestones which can help prevent disputes over what's owed.
Fee structure: A flat fee or rate, amount, VAT treatment, and invoicing terms. This sets expectations for how and when the contractor will be paid.
Term and termination: Start date, duration, and how either party can terminate the contract. This protects both sides if the engagement needs to end before the work is finished.
Independent contractor status: A clause stating the contractor is self-employed, not an employee. This supports the contractor's tax status and IR35 position.
Intellectual property (IP): Who owns any applicable work product created under the contract. This avoids disputes over deliverables, code, designs, or written work.
Confidentiality: Restrictions on sharing each party's confidential information. This protects trade secrets, client data, and business plans.
Expenses: Whether expenses are reimbursed, what's covered, and any pre-approval rules. This stops disagreements over costs after the work is done.
Right of Substitution: a statement confirming that the contractor can delegate work to a subcontractor. This supports the right of substitution, a key IR35 factor.
Governing law: Which UK jurisdiction's law applies to the contract. This determines which courts and laws will enforce the agreement.

IR35 and independent contractor status in the UK

IR35 is sometimes called the off-payroll working rules. The goal of the rules is to ensure that a contractor, whose role is equivalent to that of an employee, pays the same income tax and national insurance as such an employee.

The rules apply when a contractor bills through their own company but works much like a regular employee of the client. If IR35 catches the arrangement, tax and National Insurance are paid as if the contractor were an employee.

Medium or large clients are responsible for assessing and declaring the status of workers they hire. However, if the client is a small business, the contractor’s company is responsible for deciding the status of the worker.

The wording of your Independent Contractor Agreement matters here, but it isn't the whole picture. HMRC looks at how the parties actually work together. If the contract says one thing and the working practices say another, HMRC makes a judgment based on the working practices.

The three key IR35 tests

Control

Who decides what work is done, when, where, and how

Contractor decides how the work gets done

Substitution

Whether the contractor can send someone else to do the work

A genuine, unfettered right to substitute

Mutuality of obligation (MOO)

Whether the client must offer work and the contractor must accept it

No ongoing obligation beyond the current project

For questions about your tax position, IR35 status, or how to structure payments, speak to a qualified accountant or tax adviser.

How to create an Independent Contractor Agreement

LawDepot's questionnaire helps you build your agreement one step at a time. Here's what to expect:

Step 1: Choose the service type and set the location

Pick the service that best matches the contractor's work:

Construction
Professional
Transportation
Administrative
Health and wellness

You can select “other” for a broader range of industries. Selecting the services being provided tailors the examples shown in the questionnaire, but doesn't lock the final agreement into a specific industry.

Then choose where the work will be done — England, Scotland, Wales, or Northern Ireland — and indicate whether you're the contractor providing the services or the client hiring them.

Step 2: Add contractor and client details

Enter identification details for both parties:

Whether each party is an individual or a company/partnership
Full legal name (or registered company name)
Full address, including street, city, country, and postcode

These details are incorporated into the opening parties clause of the agreement, so make sure the names and addresses match how each side should be identified.

Step 3: Set the duration of the engagement

Choose how long the contractor will provide services, options include:

Until work is complete: A defined project with no fixed end date
Work is ongoing: An open-ended arrangement
Until a specific date: A fixed end date

Your choice sets the initial term of the contract.

Step 4: Describe the services

Use the Service field to describe what the contractor will do, including key tasks and scope.

Write it in plain language. For example, "design and build a 3 m by 3.5 m deck with stairs and railings" or "design and build a five-page WordPress site."

The more thorough and detailed the description, the better, as it becomes the core services clause in your finished document. Each detail you add will build a bullet point list defining "the Services" in your contract.

Step 5: Set billing, fees, and payment terms

This next part of the questionnaire covers how and when the contractor gets paid by adding:

Billing structure: Choose between a flat fee and an hourly, daily, weekly, or monthly rate.
Fee and VAT: Enter the amount and select whether VAT is added, included or not specified.
Retainer: Indicate whether the contractor receives an upfront payment before work begins.
Payment timing: Choose when payments are made — on completion, monthly, fortnightly, weekly, or at other intervals.
Invoice terms: Set when invoices are due (e.g., within 30 days or upon receipt) and whether the contractor can charge interest on late payments.

Step 6: Decide on early termination

Indefinite arrangements require notice provisions for termination, and fixed-term or project-based contracts often benefit from early termination clauses.

Under “Ending the Contract Early”, choose whether either party can end the contract before the duration is complete. Selecting Yes adds an early termination clause; selecting No keeps the contract tied to the term you set in Step 3.

Step 7: Add expenses, IP, confidentiality, and any extra clauses

The questionnaire then walks through several optional clauses, including:

Expenses: Choose whether to reimburse reasonable, work-related expenses, and whether expenses need pre-approval or specific guidelines.
Intellectual property: Decide whether the client or the contractor owns any IP created under the contract — this covers work product like designs, code, and written materials.
Confidentiality: Choose whether the contractor must keep client information confidential indefinitely, until the end of the agreement, or not at all.
Additional clauses: Add any custom wording or special conditions the standard template doesn't cover.

Once completed, you can review the agreement and sign it electronically with eSign so both parties can instantly finalise the contract online — no appointments needed.

If it turns out the engagement involves disclosure of more sensitive information than originally envisaged at the time the Independent Contractor Agreement was signed, the parties may want to describe such information and the terms of its use in a standalone Non-Disclosure Agreement.

Independent Contractor Agreement FAQs

Does an Independent Contractor Agreement need to be in writing?

Verbal contracts can be legally valid in the UK, but a written Independent Contractor Agreement is strongly recommended.

A written record is far easier to enforce if a dispute arises, and it provides clear evidence of the terms and conditions.

HMRC will also look at the written contract — alongside actual working practices — when reviewing IR35 status.

How does IR35 affect my Independent Contractor Agreement?

IR35 looks at whether a contractor is genuinely self-employed or effectively an employee in disguise. This helps prevent exploitation of workers.

The terms of your agreement should reflect genuine independent status — particularly around control, the right of substitution, and mutuality of obligation.

Since the 2021 off-payroll reforms, many clients (rather than contractors) are responsible for determining IR35 status.

Can I use LawDepot's Independent Contractor Agreement in Scotland or Northern Ireland

Yes, LawDepot’s Independent Contractor Agreement supports England, Scotland, Wales, and Northern Ireland.

The template is customisable to your jurisdiction and prompts you to include all the key elements to help protect both parties in a business relationship.

What is the difference between an Independent Contractor Agreement and a Service Agreement?

An Independent Contractor Agreement is generally used when the contractor is an individual or sole trader providing services to a client.

A Service Agreement is more often used between two businesses for ongoing or larger-scale services.

The two documents overlap in content, so the right choice depends on who the parties are and the nature of the engagement.

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