End client wants me to sign a section in their contract with agency

[Boo]

So, I started this new gig around 4 weeks ago, used the Qdos template with some amendments and the agency was happy with this.

Now after 4 weeks, the HR assistant sends me an IM that my contract is ready and when would I like to sign it.

This happened to me once, exact same situation QDOS agency contract and all.

I wrote back absolutely refusing to sign but if it happens again I would instead have returned a signed version of the IPSE "Mutual Secrecy Agreement" as well as the QDOS "Confirmation of Arrangements" doc requesting the clients' HR to sign. Any inocuous terms in the "contract" provided by the client could be incorporated as a sweetener but absolutely avoid any terms that affect or reflect on the contract between YourCo and the agency contract.

Also ensure that everything is in YourCo.'s name, not your own and be certain to clearly reject their terms in your accompanying letter.

<Edit: the client contract I refused to sign did have conditions and terms that related to payment terms and working hours etc that contradicted the agreed terms with the agency. If it had just been a mutual confidentiality /IP clause etc I would have no problems agreeing but ensure that it is in the form of "YourCo will ensure its employees..." rather than "A. Contractor will comply..." /Edit>

Boo

[northernladuk]

I have had the document reviewed and have also read it twice. The reviewer mentioned that signing the document will have no effect on the IR35 status. Also, having read it myself - this seems to be a pretty standard document and part of the onboarding process.

However, I am not sure whether the document should contain my name or my limited company's name.

Remember, this is part of the upper contract with the agency - so the agency director has signed the other sections.

I'd say it's you on site and you will be touching the data and the like so not unreasonable for you to sign it. I know at other clients the Cognizant staff had to sign it personally.

[manjack]

I have had the document reviewed and have also read it twice. The reviewer mentioned that signing the document will have no effect on the IR35 status. Also, having read it myself - this seems to be a pretty standard document and part of the onboarding process.

However, I am not sure whether the document should contain my name or my limited company's name. And, whether I should be signing this as myself or as limited company director.

Remember, this is part of the upper contract with the agency - so the agency director has signed the other sections.

[northernladuk]

EDIT: Not necessarily an IR35 red flag, but a contributing piece of evidence if a review takes place.

Depends on the exact wording really. I don't think OP is clear enough to determine if thisnis above and beyond standard onboarding. He's gonna have to dig a little further.

[Intel]

It affects everyone on site so there are on IR35 issues and it's there to protect you as much as them.

This can depend on the wording in the document.. I was recently asked to sign something similar by a client, covering NDA and some corporate "policies". However the document referred to "all personnel / contractors upon entering employment". Since I'm supplied by my Ltd I'm not entering employment with the client and this was a red flag from an IR35 perspective upon review.

No problem signing generic NDAs but any document that is given to new employees that has been modified by sticking the word "contractors" at the top needs reviewing to make sure references to employment have been removed so it's relevant and suitable for IR35 review.

Asked the client co to go back and think again, not heard anything since.

EDIT: Not necessarily an IR35 red flag, but a contributing piece of evidence if a review takes place.

[manjack]

How much was the agent's markup?

HR are usually totally clueless. In their current state they are just a waste of space and resources.

15% (Agent mentioned this to me at the time of offer)

[manjack]

It affects everyone on site so there are on IR35 issues

Did you mean no IR35 issues?

Also, there is nothing related to H&S in this document. For H&S, I had to do an online training.

It has 3 main sections:
- Intellectual Property,
- Confidential Information
- Information Systems and Data Protection

Also, the language seems to be more legal. Here is a teaser:

Personnel Undertakings

BETWEEN:

(A) Client Co Limited, a company registered in England and Wales (registered number xxxxxx) whose registered office is at Address (“Company”); and

(B) Contractor (my name) of Address (“you”).

1. Definitions

Unless otherwise defined herein, the defined words in this Schedule shall have the meanings as set out in the Consultancy Agreement between the 'Company' and Agency Ltd dated .......

..
..
..
..

EXECUTED AND DELIVERED as a DEED

by:

Name:
Date:
In the presence of:
Signature of witness:

[Lola C]

How much was the agent's markup?

HR are usually totally clueless. In their current state they are just a waste of space and resources.

[northernladuk]

Funny thing is this is fairly standard. No client should really have anyone on site that hasn't viewed and signed H&S and data protection/security policies. It affects everyone on site so there are on IR35 issues and it's there to protect you as much as them. It's very odd that it's a schedule in the upper contract though.
Personally I would have read it carefully and if it was indeed just confirming I have read and accept standard site policies I wouldn't have been to worried.

I doubt QDOS will be able to help without seeing a copy.

[LondonManc]

Taking the agency out of it, you'll most likely be offsite before you can say IPR if you don't sign them over. It's common practice, certainly in financial services, that any code you create isn't your property. If this is a business-to-business agreement that may well exist separately to your contract but that you need to sign in order to remain engaged in the contract, I wouldn't see the problem, albeit as cojak said, refer to QDOS. It's not changing your working practices so I wouldn't imagine that it's a problem.

[cojak]

Go back to QDOS and ask them.

[LucidDementia]

The exact part of the contract I was asked to sign was Schedule 6 (personnel undertakings) and included points like Intellectual Property, Confidential Information and Information Systems and Data Protection.

Would you care to say exactly what it says?

Naturally understand if you prefer not to.

[manjack]

So, I started this new gig around 4 weeks ago, used the Qdos template with some amendments and the agency was happy with this.

Now after 4 weeks, the HR assistant sends me an IM that my contract is ready and when would I like to sign it.

I answered with the the usual that my contract is with the agency.

In return I had to go and see the senior HR manager, who showed a copy of their contract with the agency (I could see the rate the agency is charging).

Now the actual part I was being asked to sign was a 'deed' between the end client and myself (not my limited company).

When I mentioned to them that my contract is with the agency and not with them, I was told that they can replace my limited company's name instead of mine.

The exact part of the contract I was asked to sign was Schedule 6 (personnel undertakings) and included points like Intellectual Property, Confidential Information and Information Systems and Data Protection.

I emailed the agency and mentioned that all these points are already covered in my contract with them (as I used Qdos template). The agency say that some end clients request to sign a NDA and what prevents me from signing it.

I am not too sure at this stage about what to do, not sure if signing this will be an IR35 indicator.

As I used the Qdos template for my contract with the agency, this contract was given a PASS by QDos and Low Risk by my accountant when I got it reviewed last month.