Subcontractor consulting agreement

About this document

Often you need to take on a specialist for a particular project or to help make up a team when the volume of work is great. This agreement is your contract with the self-employed person whom you bring in to help.

The primary use is to set out the contractual relationship (what work is to be done for what price, how, and so on). In doing so, it helps you to avoid a challenge by HM Revenue and Customs as to the employment status of your subcontractor.

It also contains provisions that protect your intellectual property (such as methodology and processes) and that of your clients.

Your industry sector will affect the work that the consultant does. It might be analysis on data that another team member has collected pertaining to energy usage in a portfolio of commercial buildings, or it might be specialist design work. The exact nature of the work is not important so far as your choice of this document. The exact specification for work, whatever that may be, is listed as an appendix to the contract so as to keep legal matters separate from commercial ones.

This is an umbrella contract, set up for the possibility of future assignments under the same terms. If you want the same consultant to perform further work, all you have to do is define it and refer to this agreement as the terms. Even if you expect never to re-employ, you do not have to delete anything on that account.

Note that we also have other agreements for specialists in information technology and human resources.

The law in this contract

There is little statute law relating to this agreement. It depends on basic contract law and tort. However, the structure and the contents of the agreement reflect the latest thinking on what is needed to protect a business from theft of its intellectual property.

Contents

• Definitions and interpretation
• Preliminary legal matters
• Avoidance conflicts of interest
• Self-employed status and obligations
• Fees and expenses
• Work management procedure
• Work for other clients
• No competition 
• Confidentiality
• Intellectual property
• Inventions and new intellectual property
• Duration and termination
• Mutual indemnities
• Other legal provisions
• Publicity / announcements
• Miscellaneous matters
• over 1,800 words of helpful and informative drafting notes