FREELANCER / INDEPENDENT CONTRACTOR AGREEMENT
Important notice
This fictional example is a general commercial sample, not legal advice and not a determination of employment status. A label cannot defeat mandatory employment, tax, worker, social-security or off-payroll rules. The parties must examine the real working relationship, obtain advice for the relevant jurisdiction and make any required tax, insurance, identity, right-to-work or data-processing arrangements. A written signature, witness or additional schedule may be required locally.
1. Parties and engagement
On 8 November 2026, Red Kite Learning Limited, company number 14982064, of 40 Station Yard, Cambridge CB1 2JW (the Client), engages Oliver James Mercer, trading as Mercer Motion Studio, of 6 Alder Walk, Norwich NR2 3LF (the Freelancer). The Client develops online training for laboratory staff. The Freelancer will create a 12-minute animated safety module and accompanying caption file under this agreement. Services begin on 15 November 2026 and are expected to finish on 20 January 2027.
2. Services and deliverables
The Freelancer will attend one remote briefing, review the Client's script and brand guide, prepare a storyboard by 25 November, deliver a draft animation by 22 December, incorporate one consolidated round of reasonable revisions by 8 January, and deliver the final 4K video, web-optimised file, caption file and project asset list by 20 January. The Freelancer will use reasonable skill and care, follow lawful project instructions and promptly alert the Client to an assumption or delay that materially affects the schedule. A change in scope, extra revision round or new format requires a written quote accepted by both parties.
The Client will supply accurate script, logos, technical requirements and access to a named reviewer. The Client is responsible for confirming that its supplied text, images and music may be used. A delay in required material extends the affected deadline by a reasonable period and may require an agreed fee adjustment.
3. Status and working method
The parties intend a business-to-business independent contractor relationship. The Freelancer controls the method, sequence, place and hours of work, subject to agreed milestones and security requirements.
The Freelancer may appoint a suitably skilled substitute with the Client's prior approval, which must not be unreasonably withheld for a person meeting the project's confidentiality and security requirements. The Freelancer remains responsible for the substitute's work and payment. If applicable law treats the arrangement as employment or a different status, that law prevails and the parties will cooperate with any required correction.
4. Fees, expenses and acceptance
The fixed fee is £18,600 plus applicable value-added tax. The Client will pay £5,580 within 14 days of the first invoice, £6,510 within 14 days of storyboard approval, and £6,510 within 14 days of final delivery. The Client must identify a material failure to meet the agreed deliverables within seven business days after a delivery; otherwise it is accepted for invoicing purposes, subject to rights that cannot be waived. The Freelancer will correct a properly notified material failure without extra charge. Approved travel and stock-media costs are reimbursable at cost against receipts, up to £900 in total. The Freelancer may pause work after seven days' written notice of overdue undisputed payment.
5. Intellectual property
The Freelancer retains pre-existing tools, techniques, fonts, reusable code and general know-how. Once all fees for the relevant deliverables are paid, the Freelancer assigns to the Client all transferable copyright in the final bespoke animation and caption file, worldwide for the full legal term. The Freelancer will sign reasonable further documents and waives, or agrees not to assert, moral rights only to the extent legally permitted. Third-party materials remain subject to their licences, which the Freelancer will identify. The Client grants the Freelancer a limited right to display the finished module in a private portfolio after public launch, unless the Client reasonably objects for confidentiality or security reasons.
6. Confidentiality, data and security
Each party must protect non-public business, learner, pricing and technical information and use it only for this engagement. Disclosure is allowed to professional advisers and approved personnel who need to know and owe confidentiality, or where required by law. The Freelancer must not upload Client information to a public generative-AI service or use learner data for testing. If personal data is processed, the parties will sign any legally required data-processing terms before that processing begins. A suspected security incident must be reported without undue delay.
7. Warranties and liability
The Freelancer warrants that the original bespoke work will, to their knowledge, not knowingly infringe a third party's rights and will substantially follow the agreed brief. The Client warrants that its supplied materials are authorised. Neither party excludes liability that cannot lawfully be excluded. Subject to that rule, each party's total liability arising from this agreement is capped at the fees paid or payable, except for fraud, deliberate misuse of confidential information, infringement caused by an intentional breach, or unpaid fees. Neither party is liable for indirect loss, lost profits or loss of opportunity to the extent law permits.
8. Termination and handover
Either party may terminate on 14 days' written notice. Either party may terminate immediately for a material breach not remedied within ten business days, insolvency where lawful, or serious confidentiality or security misconduct. On termination, the Client will pay accepted work and approved expenses completed to the termination date. The Freelancer will provide paid-for work in progress, return or delete confidential materials, and reasonably assist handover at the normal hourly rate.
9. Law and signatures
This agreement is governed by the law of England and Wales, with the courts there having non-exclusive jurisdiction. Mandatory employment, tax, consumer, privacy and intellectual-property rules prevail. The parties should confirm whether electronic execution is sufficient for any assignment in their jurisdiction.
Signatures
For Red Kite Learning Limited: Nadia Elizabeth Cole, Director Signature: ____________________ Date: 8 November 2026
Freelancer: Oliver James Mercer Signature: ____________________ Date: 8 November 2026
Witness if required: Benjamin Arthur Lowe, 12 Rowan Close, Norwich NR3 1PA Signature: ____________________ Date: 8 November 2026