Freelance Contract Generator - IR35 Compliant Agreements
Draft a freelance services agreement that is genuinely outside IR35: substantive substitution rights, no mutuality of obligation, no control language. Or generate the equivalent under US, EU, German or French law in the same flow.
Why freelancers need a real contract
A freelance contract isn't just for the client. Without one the freelancer faces three avoidable risks: late or unpaid invoices with no statutory interest entitlement, IR35 reclassification that hands HMRC a tax bill, and IP disputes about who owns the deliverables. A good contract takes ninety seconds and removes all three.
IR35 ready: the three ingredients
HMRC and the courts assess IR35 status against three primary tests. Lexara drafts each one explicitly and unambiguously:
1. Substitution
An unfettered right to send a suitably qualified substitute, exercisable without client veto. The clause must be operationally meaningful, not just on paper. Lexara's default substitution language has been tested against the leading IR35 cases (PGMOL, Atholl House, Kickabout).
2. Mutuality of obligation
No obligation on the client to offer work, no obligation on the freelancer to accept. The contract recites this explicitly, and any minimum hours or retainer terms are framed accordingly.
3. Control
The freelancer decides how, where and when work is performed (subject to project requirements and reasonable client co-operation). Equipment, premises and methodology stay with the freelancer.
What's included in every freelance contract
- Scope of work and deliverables - specific enough to bound liability, broad enough to allow change requests.
- Payment terms - fee structure (fixed / day rate / hourly), milestones, default 30-day payment, and Late Payment of Commercial Debts (Interest) Act 1998 statutory interest where the parties don't agree otherwise.
- IP ownership - assignment to client on payment with explicit carve-outs for background IP.
- Termination - notice period, termination for material breach, payment for work in progress.
- Insurance requirements - Professional Indemnity and Public Liability minima where appropriate.
- Confidentiality and data protection - UK GDPR / GDPR / CCPA references depending on jurisdiction; Article 28 DPA terms where the freelancer processes personal data on the client's behalf.
- Restrictive covenants - only where reasonable; non-solicitation rather than non-compete by default.
UK vs US vs EU freelance law
The contract changes depending on where the work happens:
- UK - IR35 (ITEPA 2003), Late Payment Act 1998, UK GDPR, common-law duty of confidence.
- US - IRS common-law test, California ABC test (AB5), Form W-9 / 1099-NEC, state-specific worker-classification rules. CCPA where California consumer data is touched.
- EU - Member State worker-classification rules, Platform Work Directive 2024 implications, GDPR Article 28 DPA.
- Germany - Scheinselbstständigkeit (bogus self-employment) rules under §611a BGB; Statusfeststellungsverfahren clarification route.
- France - Code Civil contrat de prestation de services; URSSAF presumption of employment rebuttal.