The relationship clause in your contracts

By Vivian Michael | Startup Contracts

The relationship clause is common in business contracts.

So what exactly is the relationship clause?

It's a clause that clarifies the nature of the working relationship with the other parties to the agreement.

Sample relationship clauses

In its most basic form, the relationship clause will make a negative statement that the relationship is not one of employee and employer.

No that’s ok. But in many cases, this is not enough.

Basic negative relationship clause

Here’s the basic negative relationship clause:

The service providers relationship with the client is not employer and employee.

Below is a more thorough relationship clause.

Relationship

  1. The Service Provider’s relationship with the Client is that of an independent contractor.
  2. Neither the Service Provider nor the Client will have (and must not represent that it has) the power, right or authority to bind the other, or to assume or create any obligation or responsibility, express or implied, on behalf of the other or in the other’s name;
  3. Nothing stated in this agreement should be construed as constituting the Service Provider and the Client as partners, in a joint venture, or as creating the relationship of employer and employee, master and servant or principal and agent between the parties;
  4. The relationship between the Service Provider and the Client is not exclusive. Either party may in any capacity work with, for or hire any third parties, works or services of any description.

Brief vs detailed

You are more likely to avoid disputes if you provide detail about what the parties relationship is and what its not.

Why the relationship clause is important

The relationship clause is important for these reasons:

1. Contractor not employee

It clarifies an independent contractor situation so the other party is aware that they have not been hired as an employee and claims employee entitlements.

As a side note - it's not enough to say that someone is not an employee in a contract, then treat them as one off paper. This is called sham contracting and you can get into a lot of trouble for it.

2. Dealings with others

You can avoid a situation where a contractor holds themselves out as being authorised to act on your behalf.

3. No other relationship

In addition to clarifying that the other party is not an employee, you can avoid any other relationship misunderstandings, by clarifying there is no joint venture or agent relationship.

4. Exclusivity

Although last on the list, exclusivity is a big one. You want to make it clear that you are able to work with other clients if this is the case without being locked into a contract that excludes you from working with others.

Note that one of the hallmarks of a contractor relationship is that the contractor is free to work with others unlike an employee who is bound by the common law duties of loyalty and fidelity.

And if you get a contract that tells you have a contractor relationship but the contract also imposes restrictions on who you can work with, get legal advice. You may want to have that clause revised.

Questions? Comments? Leave them below.

I wish you success in all your ventures!



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About the Author

Vivian Michael is a lawyer and founder of Michael Law Group. Vivian's mission is to make quality business legal services accessible to entrepreneurs launching in Australia that would otherwise DIY, rely on legacy contracts or go without.

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