Contractor agreement for a software developer

A freelance developer writes code that the business will depend on, inside systems the business must keep secure, and the agreement has to do the two things businesses most often forget: assign the copyright in the code, which otherwise stays with the developer, and record the authorisation that makes the developer's access to the systems lawful. It also has to define the work, set the rate and the invoicing, and reflect a self-employed engagement that the off-payroll rules will test. I draft that agreement, for the business or for the developer, for a fixed fee of £595, delivered in five working days. Whether an individual is self-employed is checked case by case with HMRC's Check Employment Status for Tax tool, which no agreement can pre-empt.

Who this is for

Businesses in England and Wales engaging freelance developers, engineers and technical specialists as individuals or through their own companies, and developers who want an agreement they can offer to clients.

What matters in a software developer's agreement

The work and how it is defined

The agreement should define the work by a statement of work or a backlog the business maintains: the deliverables or the sprint commitments, the technologies and standards, the environments, the acceptance process, and the business's responsibilities for access, specifications and decisions; a developer engaged 'to work on the platform' indefinitely has been engaged in a role, and the agreement should describe projects or defined pieces of work with an end, which is better for the work and for the status analysis.

Intellectual property, open source and the assignment

Code the developer writes is the developer's copyright under section 11 of the Copyright, Designs and Patents Act 1988 until assigned, and the agreement should assign the IP in the deliverables to the business on payment, in writing as section 90 requires, with moral rights waived, the developer's pre-existing libraries and tools identified and licensed, and open source components recorded with their licences so that the business knows what it has taken on; a developer who has used a copyleft component in the business's proprietary code should have had to say so.

Access, security and the business's systems

The business should authorise the developer's access to its repositories, cloud accounts and data in terms, which keeps the access within the Computer Misuse Act 1990, limit it to what the work needs, require the developer to follow the business's security policies, use the business's accounts rather than personal ones, and return or delete code and data on ending; where the developer processes personal data, the processor terms under Article 28 of the UK GDPR apply, and the business's authorisation should be revoked as part of the handover.

Pay, invoicing and the rate

The agreement should state the day or hourly rate or the fixed price per deliverable, the unit and the hours a day covers, overtime if any, invoicing in arrears against timesheets or on acceptance of deliverables, payment terms with interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, expenses with approval, and the developer's right to suspend work for non-payment; estimates for time-based work are estimates, and the agreement should say so.

Status, substitution and the off-payroll rules

The agreement should reflect an independent engagement: the developer decides how the work is done within the specification, works their own hours within project needs, uses their own equipment where security permits, may send a suitably skilled substitute whom the business may reject only on reasonable grounds, works for other clients, and is not subject to the business's management processes. Where the developer works through a limited company and the business is medium or large, the business determines status under Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 and must issue a determination statement, applying HMRC's tool to the engagement as it operates; a small business leaves the assessment with the developer's company under Chapter 8.

Confidentiality, non-solicitation and ending

The developer should keep the business's code, data and plans confidential during and after the engagement, the business should not solicit the developer's other staff or associates, and either side should be able to end the engagement on stated notice with payment for work done and the assignment of IP in paid-for work; liability should be capped at the fees paid in a stated period with consequential loss excluded under section 11 of the Unfair Contract Terms Act 1977, and the developer should hold professional indemnity insurance where the business requires it.

What it costs

Consultancy or contractor agreement, £595. Drafted for your business. Five working days.

Review of an agreement sent to you, £495. You are the contractor and want to know what you are signing. Returned marked up with the changes to ask for and an explanation. Three working days.

Buying online forms the engagement on payment. The scope is what the consultancy and contractor agreements page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• A clear, express assignment of intellectual property to your business
• Confidentiality provisions that protect your business information
• Restrictive covenants drafted at a scope a court will uphold
• Clear treatment of status, so the arrangement is not accidentally something else
• Payment, deliverables and termination provisions that match how you work
• A reusable structure, so the next engagement costs you nothing

What is not included

• Employment status determinations and off-payroll working assessments, which need your accountant
• Tax advice
• Disputes with a contractor you have already engaged
• Immigration and right to work compliance

Questions I am often asked

Our freelance developer built our app two years ago with no contract. Who owns the code?

The developer, unless an assignment in writing was signed. The business has at most an implied licence. An assignment can be signed now, and the agreement for future work includes one.

Does a developer working through a limited company fall within the off-payroll rules?

If your business is medium or large, you determine status and issue a statement. If it is small, the developer's company assesses it. The agreement records which applies and describes an independent engagement; the determination is made with HMRC's tool.

Can we require the developer to use our laptop and accounts?

For security, yes, and the agreement allows it. Use of the business's equipment is one factor in status among several; it is not decisive on its own.

Related guidance and services

• Consultancy and contractor agreements, £595, the service this page describes
• Contract review, £495
• Employment contracts and handbooks, £595
• Consultancy agreement for an IT contractor working through a limited company
• Terms for a software house working on time and materials

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: October 2026. Email geoffrey@caesar.co.uk.