The Independent Contractor Termination Agreement And Release is used when parties wish to formally end their contractor relationship under English and Welsh law. This document is essential when ending fixed-term or ongoing contractor arrangements, providing clarity on final payments, continuing obligations, and mutual releases. It protects both parties by clearly defining the termination terms, addressing intellectual property rights, confidentiality obligations, and ensuring compliance with UK contractor legislation, including IR35 considerations.
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1. Parties: Identification of the contracting parties, including full legal names and addresses
2. Background: Brief recitals explaining the context of the original engagement and reason for termination
3. Definitions: Key terms used throughout the agreement
4. Termination Date: Clear statement of when the contractor relationship ends
5. Final Payment Terms: Details of final payments, including outstanding invoices and termination payments
6. Return of Property: Obligations regarding return of company property, documents, and data
7. Continuing Obligations: Surviving terms from original agreement (confidentiality, IP, etc.)
8. Release Provisions: Mutual release of claims between parties
9. Governing Law: Specification of English and Welsh law as governing law
1. Restrictive Covenants: Non-compete and non-solicitation provisions - use when original agreement contained these provisions or when protecting business interests
2. Reference Provision: Terms regarding future references - use when parties agree to specific terms about references
3. Tax Indemnity: Specific indemnities regarding tax obligations - use when tax status or liability is a particular concern
4. Transitional Services: Provisions for handover or transition period - use when ongoing work needs to be transferred
5. Public Announcements: Agreement on external communications - use when contractor had client-facing role or public profile
1. Schedule of Company Property: List of items to be returned to the company
2. Outstanding Payments Schedule: Detailed breakdown of final payments and outstanding invoices
3. Original Agreement: Copy of the original contractor agreement being terminated
4. Intellectual Property Register: List of IP created during engagement and ownership status
5. Handover Document: Details of work in progress and handover instructions
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