IR35 Contract Templates

Take a look at these model IR35 contracts to help keep IR35 compliance in mind

Free model IR35 contracts

Your written contract is the starting point for ascertaining your IR35 status. Whilst the majority of engagements are provided a contract, not every client or agency however will offer one, or if you are just starting out as a contractor, you may simply be interested in what to expect.

The below model contracts have been provided to you as a free resource with your IR35 compliance in mind. These contracts were last updated on 17/03/2023. They are for demonstrative purposes and should be amended to reflect your true circumstances where necessary. Your working practices should reflect the written terms of the contract to hold up in an investigation.

If you are looking for examples of strong clauses for the three key employment tests rather than a full contract, please scroll down to view.

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Contract with agency

If you are being contracted via a recruitment agency, your agency will likely have a written contract to issue you. However, you may find this example useful to determine what you should expect from them. Please note that the 'upper-level' contract between the agency and end user may have an impact on your IR35 status.
Professional working at desk

Direct with end client

If you are being engaged directly with your end client, this model contract may be of assistance. Verbal contracts are valid contracts for services, however they make proving your IR35 status more difficult in the event of an IR35 enquiry, as they don't offer written evidence therefore are more open to conflict.
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Example IR35 Contract Clauses

Example Right of Substitution Clauses

  • The Supplier shall have complete discretion concerning which of its personnel perform the services and may provide a substitute whenever necessary. The Supplier warrants that such personnel will be adequately skilled and qualified. The Supplier shall bear any costs involved in providing a substitute.
  • The Supplier shall provide the services using suitably qualified personnel of their own choosing. The Supplier reserves the right to substitute any personnel, provided the Client is satisfied that the substitute possesses the necessary skills and qualifications for the satisfactory completion of the services. The Supplier will remain liable for the services completed by substitute personnel and will bear any costs.
  • Should the individual assigned to provide the services be unable to do so for any reason, the Supplier shall be able to provide a substitute, so long as such personnel are adequately experienced, skilled and qualified, and shall remain responsible for any costs associated in providing a substitute. The client has the right to refuse, if such individual does not hold the skills experience and qualification to perform the services.

Example Control Clauses

  • The Client shall have no right to, nor shall seek to, exercise any direction, control, or supervision over the Supplier in the provision of the services. The Supplier shall endeavour to co-operate with the Client’s service-related requests within the scope of the services, however it is acknowledged that the Supplier shall have autonomy over their working methods.
  • The Supplier may at any time and without giving the client prior notification, make any changes to the specified service which are necessary to comply with any applicable safety or other statutory requirements, or make any changes to the specified service which do not materially affect the nature or quality of the specified service.

Example Non-Mutuality of Obligations Clauses

  • The Client is under no obligation to offer further contracts or services to the Supplier nor is the Supplier under obligation to accept such contracts or services if offered. The Supplier is not obliged to make its services available except for the performance of its obligations under this Agreement. Both parties agree and intend that there be no mutuality of obligations either during or following the agreement, whatsoever.

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