Off-Payroll (IR35) Contractor Agreement — Word & PDF Template

This off-payroll (IR35) contractor agreement template is for engagements where a contractor supplies services through their own personal service company. It records the parties’ status determination and addresses the usual status factors. It covers status determination, substitution, control, mutuality of obligation, financial risk, equipment, intellectual property and confidentiality, helping contractors and clients in England and Wales document an off-payroll engagement. IR35 status depends on how the engagement works in practice, not on the contract alone, and the template does not decide it for you.

Who is this template for?

It suits limited-company contractors and personal service companies, clients engaging contractors under the off-payroll rules, and agencies and advisers who need a contract that records the terms of an off-payroll engagement and the status decision made.

What does the template include?

The agreement is organised into clear, fill-in clauses:

• Parties — identifies the contractor and the client.
• Off-Payroll Status — who decides status depending on the client’s size, tick boxes for inside or outside IR35, and the Status Determination Statement with a 45-day response to disagreements.
• Nature of Engagement — a contract between the client and the contractor’s company.
• Substitution — the contractor’s right to provide a substitute.
• Control and Mutuality — the contractor decides the methods used, and there is no obligation to offer or accept further work.
• Fees and Payment — rate, VAT and payment terms.
• Equipment and Financial Risk — the contractor’s own equipment and the financial risk they bear.
• Intellectual Property — ownership of work created.
• Confidentiality — protection of confidential information.
• Termination — how the agreement ends.
• Liability and Insurance — liability and insurance requirements.
• Governing Law and Jurisdiction — confirms England and Wales law applies.
• Signatures — signing block for both parties.

Easy to customise

The template opens in Microsoft Word, Google Docs and LibreOffice. Fill in the highlighted fields, set the status position, rate and terms, tick the relevant options and edit any clause to suit your engagement.

Format and scope

Download instantly as an editable Word (.docx) file and a printable PDF, formatted to A4. Written in plain British English with light, general references to England and Wales law and the off-payroll working (IR35) rules.