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Draft My Contractor Agreement

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agency contractor agreement uk

Contractor Agreement for UK Agencys

If you run a UK agency and bring in freelancers or contractors to deliver client work, you need a solid agency contractor agreement uk in place before work starts. Without one, you're exposed on IP ownership, confidentiality, payment disputes, and — critically — IR35 status. Many agencies rely on informal arrangements or generic templates that don't reflect how agency engagements actually work: project-based scopes, client-facing deliverables, multiple concurrent contractors, and tight turnaround times. A properly drafted contractor agreement sets out the scope of work, payment terms, intellectual property assignment, confidentiality obligations, and termination rights in plain terms both parties understand. It also helps demonstrate that the contractor relationship is genuinely outside IR35, which HMRC scrutinises closely in agency contexts. This page explains what your contractor agreement needs to cover, what agencies commonly get wrong, and how Atornee helps you draft and review one quickly without paying solicitor rates for a first draft.

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Why this matters

UK agencies move fast. You bring in a designer, developer, or strategist for a client project, send a quick email, and get started. Then the client relationship sours, the contractor claims ownership of the work, or HMRC starts asking questions about employment status. The problem isn't that agencies don't know they need contracts — it's that drafting one properly takes time and money most agencies don't want to spend on every engagement. Generic freelancer templates miss agency-specific issues: client confidentiality pass-through, IP assignment chains, non-solicitation of your clients, and IR35 positioning. That gap is where disputes start.

The Atornee approach

Atornee lets you draft an agency contractor agreement from scratch using an AI legal assistant trained on UK contract law. You describe your engagement — the scope, the rate, the deliverables, whether the contractor will have client contact — and Atornee builds a draft that reflects your actual situation. It flags clauses you should think about, like IP assignment and substitution rights, and explains why they matter in plain English. You're not filling in a static template. You're working through the document interactively, so you understand what you're signing and what you're asking your contractor to sign. When the engagement is complex or high-value, Atornee tells you when a solicitor review makes sense.

What you get

A contractor agreement draft tailored to agency engagements, covering scope, deliverables, payment terms, and termination rights
IP assignment language that ensures client work belongs to your agency, not the contractor who created it
IR35-aware drafting that supports a genuine contractor relationship and reduces HMRC exposure
Confidentiality and non-solicitation clauses that protect your client relationships and business information
Plain-English explanations of each clause so you can negotiate with confidence and spot issues in contracts sent to you

Before you sign checklist

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1. Confirm the contractor's working arrangement — are they substitutable, do they use their own equipment, do they work for other clients? This affects IR35 positioning.
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2. Define the scope of work clearly before drafting — vague scopes lead to scope creep disputes and make termination clauses harder to enforce.
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3. Decide who owns the IP upfront — for client-facing deliverables, you almost certainly need full assignment, not a licence.
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4. Check whether the contractor will have direct contact with your clients — if so, include non-solicitation provisions.
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5. Agree payment terms before drafting — fixed fee, day rate, milestone-based — and make sure the agreement reflects exactly how you'll pay.
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6. Consider whether a separate NDA is needed before sharing client briefs, or whether confidentiality within the contractor agreement is sufficient.
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7. Once drafted, send the agreement to the contractor with enough time for them to read it — last-minute signing creates pressure that can undermine enforceability.

FAQ

Does a contractor agreement protect my agency from IR35 liability?

A well-drafted contract is one factor HMRC considers, but it's not the whole picture. HMRC looks at the actual working relationship, not just what the contract says. Your agreement should reflect reality — genuine right of substitution, no obligation to offer or accept work, contractor using their own tools. If the contract says one thing and the day-to-day arrangement says another, the contract won't protect you. Atornee helps you draft language that's consistent with a genuine outside-IR35 relationship, but you should also review your actual working practices.

Who owns the work a contractor creates for my agency?

By default under UK copyright law, the contractor owns the IP in work they create, even if you paid for it. You need an explicit written assignment in the contract to transfer ownership to your agency. This matters especially when the work is being delivered to a client — your client will expect to own or have full rights to use what you've produced. Make sure your contractor agreement includes a clear IP assignment clause, not just a licence.

Can I use a standard freelancer template for agency contractor agreements?

You can, but generic templates often miss agency-specific issues. They typically don't address IP assignment chains to clients, non-solicitation of your client base, confidentiality obligations that extend to client information, or IR35-relevant clauses like substitution rights. A template is a starting point, not a finished document. Atornee helps you adapt and build on a starting structure so the final agreement actually fits your engagement.

What should I include in a contractor agreement for a short-term agency project?

Even for short engagements, you need: a defined scope and deliverables, payment terms and invoicing process, IP assignment, confidentiality obligations, termination rights for both parties, and a clause confirming the contractor is self-employed. Short projects carry the same risks as long ones — a contractor who walks off mid-project or claims ownership of the work can cause serious problems with your client. The agreement doesn't need to be long, but it does need to cover these basics.

Do I need a solicitor to draft a contractor agreement for my agency?

Not necessarily for a standard engagement. Atornee can help you draft a solid contractor agreement that covers the key risks for a typical agency-contractor relationship. Where you should consider a solicitor is when the engagement is high-value, involves complex IP arrangements, the contractor is based outside the UK, or you're dealing with a dispute. Atornee will flag when your situation looks like it warrants professional legal advice.

Can my contractor agreement include a non-solicitation clause?

Yes, and for agencies it's often worth including one. A non-solicitation clause prevents the contractor from approaching your clients directly after the engagement ends. Courts will enforce these if they're reasonable in scope and duration — typically 6 to 12 months and limited to clients the contractor actually worked with. Overly broad restrictions are more likely to be challenged. Atornee helps you draft a clause that's proportionate and more likely to hold up.

Related Atornee Guides

Cheap Contract Solicitor Alternative (UK)

Useful if you're weighing up whether to use Atornee or a solicitor for your contractor agreement drafting workflow.

Cheap Solicitor for NDA (UK)

Relevant if you need a separate confidentiality agreement before sharing client briefs with a contractor.

Atornee Use Cases

See how other UK agency founders and business owners use Atornee across different contract and legal document workflows.

External References

GOV.UK Business and Self-employed

Official UK guidance on employment status, self-employment, and IR35 rules relevant to agency contractor relationships.

UK Legislation

Primary statutory reference for UK contract law, including the Copyright, Designs and Patents Act 1988 which governs IP ownership defaults.

ICO Guidance for Organisations

Relevant when your contractor agreement needs to address data protection obligations, particularly where contractors handle client personal data.

Trust & Verification Policy

Authored By

A

Atornee Editorial Team

UK Contract Research

Reviewed By

C

Compliance Review Desk

UK Business Legal Content QA

Last reviewed on 3/4/2026

"This content is based on analysis of common contractor agreement disputes and IR35 risk patterns in UK agency contexts. It draws on publicly available UK legislation, HMRC guidance, and real drafting scenarios encountered by UK agency founders."

References & Sources