Every document below has been drafted by Blackwell Advisory for real-world UK business use: founder arrangements, operations, and exit transactions. Documents are grouped by where in the business lifecycle they apply.
Founding
Setting the company up
The private agreements that decide ownership, control, confidentiality, and early disclosure from the start. They sit alongside the public Articles of Association and deal with the commercial points founders, investors, and early contributors actually rely on.
Shareholders Agreement
A private company agreement covering share ownership, director appointments, decision-making, dividend policy, deadlock, and exit provisions including drag-along and tag-along rights.
- ✓Shareholdings, board composition, and voting
- ✓Reserved matters and deadlock provisions
- ✓Transfer restrictions, pre-emption, drag-along, and tag-along rights
Why it matters: Articles of Association rarely answer the questions founders actually argue about: who controls decisions, what happens if someone leaves, and how shares can be sold. A shareholders agreement puts those rules in a private contract before a dispute starts.
See the Shareholders Agreement →
Non-Disclosure Agreement
A mutual or one-way NDA for confidential information shared during business discussions, due diligence, or ongoing commercial relationships.
- ✓Mutual or one-way confidentiality structure
- ✓Defines protected information and permitted disclosures
- ✓Includes duration, return of information, and non-solicitation options
Why it matters: Confidentiality is easiest to protect before information is shared. An NDA creates the contractual framework for what can be used, who can receive it, and what happens when talks end.
See the Non-Disclosure Agreement →
Operating
Running the business
The documents you reach for repeatedly as the business grows — engaging freelancers, consultants, and subcontractors; defining project scope; setting retainers; escalating unpaid invoices; documenting loans; and making sure the company owns the IP it relies on. Each one decides who carries the risk when something goes wrong.
Freelance Agreement
A services agreement for engaging freelancers and independent contractors, with project scope, fees, IP assignment, confidentiality, and contractor-status wording.
- ✓Scope of services and revision rounds
- ✓Fees, deposits, balances, and expenses
- ✓IP assignment, confidentiality, and termination
Why it matters: A freelance project can fail because the scope is vague, payment timing is unclear, or no one owns the deliverables. A written agreement fixes those points before work starts.
See the Freelance Agreement →
Consultancy Agreement
An IR35-aware consultancy agreement for engaging a consultant through a personal services company on a project basis.
- ✓Advisory services scope and substitution right
- ✓Three-instalment fee structure
- ✓Consultant-owned IP with client licence-back
Why it matters: Consultancy work often sits between commercial services, tax status, and IP ownership. The agreement records the working pattern, decision-making boundaries, and who can use the output.
See the Consultancy Agreement →
Subcontractor Agreement
A back-to-back subcontracting agreement for appointing a subcontractor to deliver part of a client project.
- ✓Scope and back-to-back performance obligations
- ✓Fees, payment flow, and acceptance process
- ✓IP, confidentiality, and rectification wording
Why it matters: When a subcontractor misses a deadline or delivers defective work, the prime contractor remains exposed to the client. A subcontractor agreement passes the right obligations down the chain.
See the Subcontractor Agreement →
Scope of Work
A project schedule for defining services, deliverables, milestones, acceptance criteria, fees, and payment timing.
- ✓Services and deliverables
- ✓Timeline, milestones, and acceptance criteria
- ✓Fees and payment schedule
Why it matters: Most project disputes begin with different assumptions about what was included. A scope of work turns the commercial conversation into a checklist of deliverables, dates, and acceptance standards.
See the Scope of Work →
Retainer Agreement
A retainer agreement for ongoing services, availability, exclusivity choices, fees, term, and termination.
- ✓Retainer structure and service availability
- ✓Independent contractor and IR35-aware wording
- ✓Exclusivity, term, and termination
Why it matters: A retainer is not just a monthly invoice. It needs to say what capacity is reserved, what work is included, what falls outside scope, and how either side exits.
See the Retainer Agreement →
Late Payment Letter Before Action
A formal pre-action demand for an unpaid B2B invoice, including the debt details and statutory late-payment rights claimed.
- ✓Identifies the unpaid invoice and debt particulars
- ✓Claims statutory interest and compensation where applicable
- ✓Sets a formal deadline before escalation
Why it matters: Late payment is a legal and cash-flow problem. A properly structured demand shows the debtor what is owed, why it is owed, and what will happen if payment is still not made.
See the Late Payment Letter Before Action →
Loan Agreement
An unsecured loan agreement for business-to-business lending, peer-to-peer loans, and director's loans between a director and an owner-managed company.
- ✓Four repayment structures, including on-demand and instalments
- ✓Optional fixed interest, Bank Rate margin, or zero interest
- ✓Simple contract or deed execution choices
Why it matters: Money advanced without clear repayment terms becomes difficult to enforce and easy to misunderstand. A loan agreement records principal, interest, repayment, default, and limitation choices at the outset.
See the Loan Agreement →
IP Assignment Deed
A deed assigning copyright and unregistered design rights in creative works, with moral rights waiver and a schedule of works.
- ✓Present and future assignment of copyright and unregistered design rights
- ✓Pre-existing IP carve-out and licence-back
- ✓Moral rights waiver and warranties on title
Why it matters: Businesses often discover too late that a contractor, founder, or supplier still owns the work the company relies on. An IP assignment deed fixes chain of title in a document designed to bind without consideration.
See the IP Assignment Deed →