Freelance agreement

Most disputes over freelance work are not about the work. They are about three things the agreement either dealt with or did not: whether the person was self-employed in fact, who owns what was produced, and what happens when the engagement stops. An exchange of emails settles none of them.

Status is decided by the facts, not the label

Calling someone a consultant does not make them one. Tribunals and HMRC look at what actually happened: whether the individual had to do the work personally or could send a substitute, how much control the client had over how and when it was done, and whether there was an obligation to offer and accept work. A person labelled self-employed who works set hours, uses the client's equipment and cannot refuse a task may be found to be a worker, with rights to holiday pay and the national minimum wage, or an employee.

Tax status is a separate question. This template assumes a genuine business to business engagement. Where the client is a medium or large company and the consultant works through their own company, the off-payroll working rules apply and it is the client that decides the status and carries the liability for getting it wrong. Small companies, measured against the Companies Act 2006 criteria, are outside those rules and the individual's own company remains responsible.

Clause 6 asks you to choose who owns the work

This is the decision most often got wrong, and the template forces it rather than assuming. Option 1 leaves the intellectual property with the consultant and gives the client a non-exclusive, perpetual, irrevocable, royalty-free licence on payment in full, for the purposes described in Schedule 1. Option 2 assigns the rights to the client outright on payment, with full title guarantee, including future rights and a waiver of moral rights. Keep one and delete the other.

Choosing matters because of what happens by default. Under the Copyright, Designs and Patents Act 1988 an employee's work created in the course of employment belongs to the employer; a contractor's does not. Without a written assignment the freelancer owns the copyright in the code, the design, the copy or the photographs, and the client has at best an implied licence. That surfaces at a funding round or a sale, when a buyer asks for the chain of title and finds a gap.

Option 1 is the honest choice where the consultant reuses their own tooling across clients. Option 2 is what an investor or a buyer will expect for anything that forms part of the product. If you take Option 1, complete the permitted use in Schedule 1 carefully, because the licence goes no further than what is written there.

What else the template deals with

Fees and payment, warranties and indemnities, liability, optional insurance, confidentiality, termination, data protection with a privacy notice at Schedule 2, anti-bribery, discrimination, force majeure and dispute resolution. Schedule 1 describes the work, and a vague description of deliverables is the usual root of an argument about whether the job was finished.

Where a freelancer is long term, embedded in a team, or producing something the business will depend on, both the status question and the ownership question are worth settling before rather than after. Our employment law and HR solicitors advise on status and our intellectual property team on assignments.