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Independent Contractor Software Development Agreement Template for England and Wales

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Key Requirements PROMPT example:

Independent Contractor Software Development Agreement

"I need an Independent Contractor Software Development Agreement for hiring a freelance developer to create a mobile payment app, with strong IP protection clauses and milestone-based payments starting from March 2025."

Document background
The Independent Contractor Software Development Agreement is essential for businesses engaging external software development resources in England and Wales. This agreement is particularly relevant when companies need to clearly establish a contractor relationship, distinct from employment, while ensuring proper protection of intellectual property rights and confidential information. It includes comprehensive provisions for project scope, deliverables, testing procedures, and acceptance criteria, while addressing key legal requirements including IR35 compliance and data protection obligations under UK law.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement and high-level purpose

3. Definitions: Key terms used throughout the agreement

4. Scope of Services: Detailed description of software development services to be provided

5. Payment Terms: Fees, payment schedule, and invoicing requirements

6. Intellectual Property Rights: Ownership and transfer of IP rights in deliverables

7. Confidentiality: Protection of confidential information

8. Term and Termination: Duration and termination provisions

Optional Sections

1. Change Control: Process for managing changes to scope - recommended for larger or complex projects

2. Service Levels: Performance metrics and standards - recommended when specific performance requirements exist

3. Insurance: Required insurance coverage - recommended for high-value or high-risk projects

4. Data Protection: GDPR and data protection obligations - required when personal data processing is involved

Suggested Schedules

1. Schedule 1 - Project Specifications: Detailed technical requirements and deliverables

2. Schedule 2 - Payment Schedule: Detailed breakdown of payments and milestones

3. Schedule 3 - Service Levels: Detailed performance metrics and measurement criteria

4. Schedule 4 - Change Request Template: Standard form for requesting changes to scope

5. Schedule 5 - Acceptance Testing Procedures: Criteria and process for accepting deliverables

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
































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Industries

Copyright, Designs and Patents Act 1988: Primary legislation governing intellectual property rights, particularly relevant for software ownership, copyright protection, and moral rights of creators

Data Protection Act 2018 and UK GDPR: Legislation governing the processing, storage, and transfer of personal data, essential for data handling provisions in software development

Supply of Goods and Services Act 1982: Legislation setting out the basic requirements for service contracts, including implied terms about quality and fitness for purpose

Employment Rights Act 1996: Key legislation to consider for ensuring proper contractor status and avoiding misclassification of employment relationship

IR35 Legislation: Tax legislation determining contractor status and tax treatment, crucial for structuring the independent contractor relationship

Unfair Contract Terms Act 1977: Legislation governing the fairness and enforceability of contract terms, particularly regarding liability limitations and exclusions

Late Payment of Commercial Debts (Interest) Act 1998: Legislation governing payment terms and statutory interest on late payments in commercial transactions

Computer Programs Regulations 2002: Specific regulations addressing electronic commerce and software development in the digital economy

Privacy and Electronic Communications Regulations 2003: Regulations governing electronic communications and privacy considerations in digital services

Rome I Regulation: EU-derived regulation (retained in UK law) governing choice of law in contractual obligations for international contracts

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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