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Independent Contractor Agreement Template (Ireland)

Engage a self-employed contractor in Ireland with confidence. Our free template sets out scope, fees, IP ownership, confidentiality, and termination, aligned with Revenue guidance on self-employment and the Supreme Court decision in Karshan (Midlands) Ltd v Revenue Commissioners [2023] IESC 24.

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INDEPENDENT CONTRACTOR AGREEMENT
Ireland · Governed By Irish Law
CLIENT
Emerald Tech Solutions Ltd.
12 Grand Canal Quay, Dublin 2, D02 HH90
By: Aoife Ní Bhriain, Head of Engineering
CONTRACTOR
Seán Ó'Connell
5 Shandon Street, Cork, T23 AB12
By: Seán Ó'Connell, Senior Backend Engineer
Day rate of EUR 650.00 per working day (8 hours)
1 June 2026 to 30 November 2026 · Net 30 Days from Invoice
This Independent Contractor Agreement ("Agreement") is entered into as of 1 June 2026 by and between Emerald Tech Solutions Ltd. (the "Client") and Seán Ó'Connell (the "Contractor"). The parties intend that the Contractor shall perform services as an independent contractor, not as an employee, and agree as follows:
1.
ENGAGEMENT AND SCOPE OF SERVICES
The Client engages the Contractor to provide the following services (the "Services"):

Design, develop, and deliver a RESTful API integration layer connecting the client's CRM platform with three third-party logistics providers. Deliverables include API documentation, unit tests (≥80% coverage), deployment scripts, and a handover technical brief.

The Contractor shall perform the Services with reasonable care, skill, and diligence in accordance with section 39 of the Sale of Goods and Supply of Services Act 1980 (SGSS 1980). The Contractor shall have control over the manner and means of performing the Services, subject to the agreed deliverables and milestones. The Contractor may use sub-contractors to perform any part of the Services only with the prior written consent of the Client.
2.
TERM
This Agreement shall commence on 1 June 2026 and shall continue until 30 November 2026, unless earlier terminated in accordance with Clause 10 (Termination) below. The parties may extend the engagement by mutual written agreement.
3.
INDEPENDENT CONTRACTOR STATUS
The Contractor is engaged as an independent contractor. Nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture, or agency between the parties. The parties specifically confirm this engagement is intended to constitute a contractor relationship and not an employment relationship, having regard to the factors set out in the Code of Practice on Determining Employment Status 2021 issued jointly by the Revenue Commissioners, the Department of Enterprise, Trade and Employment, and the Department of Social Protection. The Contractor shall: (a) provide their own equipment and tools unless otherwise agreed; (b) have the right to provide services to other clients concurrently unless otherwise agreed; (c) bear responsibility for professional indemnity insurance where appropriate; and (d) not be entitled to any employee benefits, annual leave, sick pay, or statutory redundancy payments.
4.
COMPENSATION AND EXPENSES
The Client shall pay the Contractor: Day rate of EUR 650.00 per working day (8 hours), payable Net 30 Days from Invoice on receipt of a valid invoice from the Contractor. All fees are exclusive of VAT. The Contractor's VAT registration number is IE8765432F. VAT shall be charged at the applicable rate on each invoice. Interest on overdue invoices shall accrue at the rate of European Central Bank reference rate plus eight per cent (8%) per annum in accordance with the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580/2012), calculated from the due date to the actual date of payment. Expenses: The Client shall reimburse the Contractor for reasonable, documented, and pre-approved out-of-pocket expenses (including travel, accommodation, and materials) incurred in the performance of the Services, provided VAT receipts or other evidence of expenditure are submitted with the relevant invoice.
5.
CONFIDENTIALITY
The Contractor shall hold in strict confidence all "Confidential Information" of the Client (meaning all non-public business, technical, financial, customer, or operational information disclosed in connection with this Agreement) and shall not disclose such information to any third party or use it for any purpose other than performing the Services. This obligation shall survive termination for a period of three (3) years, save that trade secrets shall be protected without limit of time. The Contractor shall promptly notify the Client of any unauthorised disclosure.
6.
INTELLECTUAL PROPERTY
All work product, deliverables, inventions, designs, software, documentation, and other materials created by the Contractor in connection with the Services (the "Work Product") shall, upon creation or reduction to writing, vest in and become the sole and exclusive property of the Client. The Contractor hereby assigns to the Client with full title guarantee all intellectual property rights in the Work Product, including copyright under the Copyright and Related Rights Act 2000 (CRRA 2000, s. 23), by way of present assignment of future copyright where necessary. The Contractor shall execute any further documents reasonably required to perfect this assignment. Pre-existing Contractor IP remains the Contractor's property; the Contractor grants the Client a royalty-free, perpetual licence to use any pre-existing IP embedded in the Work Product.
7.
DATA PROCESSING AGREEMENT (GDPR ART. 28)
To the extent the Contractor processes personal data on behalf of the Client in connection with the Services, the following terms apply as a data processing agreement pursuant to Article 28 of the EU General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and the Data Protection Act 2018 (DPA 2018): (a) the Contractor (as "Processor") shall process personal data only on documented instructions from the Client ("Controller"); (b) the Processor shall implement appropriate technical and organisational measures to ensure security of the data in accordance with GDPR Art. 32; (c) the Processor shall not engage sub-processors without prior written authorisation of the Controller; (d) the Processor shall assist the Controller in responding to data subject requests under GDPR Arts. 15–22; (e) the Processor shall delete or return all personal data on termination of the Agreement; (f) the Processor shall make available all information necessary to demonstrate compliance with GDPR Art. 28 and allow audits. The parties acknowledge that the subject matter, duration, nature, and purpose of processing shall be as described in Schedule A (if attached) or as otherwise agreed in writing.
8.
RESTRICTIVE COVENANTS
Non-Solicitation: During the engagement and for a period of twelve (12) months after its termination, the Contractor shall not, directly or indirectly: (a) solicit or approach any client, customer, or prospective client of the Client with whom the Contractor had contact during the engagement, with a view to providing competing services; or (b) solicit, recruit, or induce any employee or sub-contractor of the Client to leave their employment or engagement. These restrictions are subject to enforceability review under Irish common law and are intended to be severable to the maximum extent permitted.
9.
TAX STATUS AND REVENUE OBLIGATIONS
The Contractor declares and confirms that: (a) the Contractor is self-employed for the purposes of the Irish tax system and is solely responsible for filing income tax returns, paying Income Tax, Universal Social Charge (USC), and Pay Related Social Insurance (PRSI) contributions arising from payments received under this Agreement, in accordance with the Taxes Consolidation Act 1997 (TCA 1997) and applicable PRSI regulations; (b) the Contractor has or will obtain and maintain a current tax clearance certificate from the Revenue Commissioners where required; (c) if the Contractor is operating through a personal service company, the Contractor confirms compliance with relevant obligations under the TCA 1997; (d) the Client shall have no obligation to operate PAYE on payments made under this Agreement, provided the Contractor maintains their self-employed status; and (e) if any Revenue authority determines that an employment relationship exists, the Contractor shall indemnify the Client for any PAYE, PRSI, and associated penalties arising from that determination. The parties intend this engagement to constitute self-employment having regard to the Code of Practice on Determining Employment Status 2021.
10.
TERMINATION
For Convenience: Either party may terminate this Agreement without cause by giving 14 days' written notice to the other party. For Cause: Either party may terminate this Agreement with immediate effect by written notice if the other party: (a) commits a material breach and fails to remedy it within seven (7) days of written notice; (b) becomes insolvent, enters examinership or liquidation under the Companies Act 2014; or (c) is convicted of a criminal offence likely to damage the other party's reputation or business. Consequences: Upon termination, the Client shall pay all fees accrued up to the effective date. The Contractor shall deliver all work product and Client Confidential Information to the Client. The parties acknowledge that this Agreement is not an employment contract and termination does not trigger any rights under the Unfair Dismissals Act 1977, the Redundancy Payments Act 1967, or any other employment legislation.
11.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of Ireland. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Ireland. The parties hereby submit to the personal jurisdiction of such courts.
12.
ELECTRONIC EXECUTION
This Agreement may be signed electronically. Electronic signatures are valid and binding under section 13 of the Electronic Commerce Act 2000 and the eIDAS Regulation (EU) No. 910/2014.
13.
GENERAL PROVISIONS
Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior representations and understandings. Variation: No amendment shall be binding unless in writing and signed by both parties. Severability: If any provision is unenforceable, the remaining provisions continue in full effect. Waiver: Failure to enforce any provision does not constitute a waiver of future rights. Assignment: The Contractor may not assign obligations under this Agreement without the Client's prior written consent. Notices: All notices shall be in writing and delivered by registered post or email with read-receipt to the addresses set out above.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.
CLIENT
Aoife Ní Bhriain
Head of Engineering
Emerald Tech Solutions Ltd.
Date: ____________________
CONTRACTOR
Seán Ó'Connell
Senior Backend Engineer
Seán Ó'Connell
Date: ____________________

What Is an Independent Contractor Agreement?

An independent contractor agreement is a business-to-business contract under which a self-employed individual or limited company provides services to a client without being an employee. The contractor controls how the work is performed, bears the commercial risk of the engagement, and manages their own tax, PRSI and USC via the Revenue Commissioners.

Clear written terms are essential in Ireland because the Workplace Relations Commission and the Revenue Commissioners can review the factual reality of the relationship. The Supreme Court judgment in Karshan (Midlands) Ltd t/a Domino’s Pizza v Revenue Commissioners [2023] IESC 24 confirmed a five-step framework for assessing employment status: whether there is a wage-work bargain, mutuality of obligation, personal service, control, and whether all other circumstances are consistent with the status claimed.

The agreement typically covers scope of services, fees, payment terms, intellectual property ownership, confidentiality, data protection, insurance, warranties, termination and governing law. Used together with proper invoicing, VAT registration and business-on-own-account indicators, it supports a genuine self-employed classification.

What's Covered in This Template

The template consolidates every clause needed for a compliant Irish contractor engagement.

Party Details

Full names, registered addresses, Eircodes and CRO or Revenue numbers.

Scope of Services

Defined deliverables, timelines, service levels and acceptance criteria.

Fees and VAT

Day rate, fixed fee, or retainer in euro, VAT treatment, and expenses.

Payment Terms

Invoice frequency, due dates, and statutory late-payment interest.

Self-Employment Status

Clear confirmation of contractor status with Karshan-aligned factors.

Intellectual Property

Assignment or licence of work product under the Copyright and Related Rights Act 2000.

Confidentiality

Non-disclosure obligations and permitted-use carve-outs.

Data Protection

GDPR Article 28 processor clauses and Data Protection Act 2018 compliance.

Insurance

Professional indemnity and public liability cover where applicable.

Right of Substitution

Permission for the contractor to subcontract — a key status indicator.

Termination

Notice periods, immediate termination rights, and post-termination duties.

Governing Law

Irish law and the jurisdiction of the Irish courts.

How to Create an Independent Contractor Agreement

Complete a structured form to produce a robust Irish contractor agreement in minutes.

  1. 1

    Enter the Parties

    Provide legal names, registered addresses, Eircodes, and CRO or tax numbers for the client and the contractor.

  2. 2

    Define the Services

    Set out deliverables, milestones, service levels, and acceptance criteria.

  3. 3

    Set Fees and Payment Terms

    Choose the fee structure, state VAT treatment, and set invoice intervals.

  4. 4

    Configure Status, IP and Data

    Confirm self-employment indicators, decide IP ownership, and add Article 28 GDPR terms if relevant.

  5. 5

    Review and Download

    Review the draft, confirm Irish governing law, and download the PDF for execution.

Legal Considerations in Ireland

Getting contractor engagements right in Ireland requires attention to tax, employment and data-protection law.

This template is provided for information only and is not legal or tax advice. Seek advice from a qualified Irish solicitor or tax adviser for complex engagements.

Drafted for Irish law

The Karshan Test for Employment Status

In Karshan (Midlands) Ltd t/a Domino’s Pizza v Revenue Commissioners [2023] IESC 24, the Supreme Court set out a five-step test for distinguishing employees from self-employed contractors. A written contract that contradicts the real-world features of the engagement will not override the economic substance of the relationship.

Revenue Code of Practice on Employment Status

The Revenue Commissioners’ Code of Practice on Determining Employment Status (updated 2021) supplements the Karshan factors. Clients and contractors should ensure that control, substitution, provision of equipment, commercial risk, and integration all reflect genuine self-employment.

Implied Service Standards

The Sale of Goods and Supply of Services Act 1980 implies statutory warranties of skill, materials, and timeliness into service contracts in the course of business. These cannot be wholly excluded where doing so would be unfair or unreasonable.

Data Protection and GDPR

If the contractor processes personal data on behalf of the client, the contract must include Article 28 GDPR processor terms and comply with the Data Protection Act 2018. The Data Protection Commission supervises compliance in Ireland.

Frequently Asked Questions

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