Gathering your defences: six clauses every commercial contract needs before October

If your business outsources services or uses staffing agencies, there’s a question you should be asking right now: do your contracts deal with workplace harassment properly? From October 2026, the rules are changing significantly and contracts that met the previous requirements may no longer be sufficient.

What’s changing?

Three things are landing at roughly the same time. First, the legal standard for preventing sexual harassment is being strengthened. Since October 2024, employers have had to take ‘reasonable steps’ to prevent it. From October 2026, that becomes ‘all reasonable steps’, a materially higher threshold.

Second, employers will become directly liable if a third party harasses one of their employees, unless the employer can show it did everything it reasonably could to stop it.

Third, the time limit for most employment tribunal claims doubles from three months to six months, giving claimants a much longer window to bring a case.

Six clauses that need attention now

1. Workforce-compliance warranties

A generic promise to ‘comply with all applicable laws’ doesn’t really help anyone anymore. Your contracts should require each party to maintain specific anti-harassment policies, run regular risk assessments and deliver proper training.

The government’s detailed regulations on what counts as ‘reasonable’ aren’t expected until 2027. The Equality and Human Rights Commission’s (EHRC) own eight-step guide to preventing sexual harassment is a useful starting point for benchmarking what those commitments should look like, though even that is currently being updated for the October 2026 changes.

2. Anti-harassment schedules

Rather than scattering obligations across different clauses, pull everything into a dedicated schedule: training requirements, reporting channels, site conduct rules and the right to remove individuals who pose a risk.

3. Indemnity provisions

Harassment claims under the Equality Act have no cap on compensation. On top of that, tribunals can add an uplift of up to 25% where the employer failed in its prevention duty. Your indemnities need to reflect that uncapped exposure and should separately cover the costs of any investigation by the EHRC, which can take enforcement action even without an individual complaint being made.

4. Claims-notification duties

With a six-month limitation period, a harassment incident could happen months before either party to the contract even knows a tribunal claim is coming. Your notification clauses should cover not just formal claims but also internal complaints, grievance filings and whistleblowing disclosures.

5. Audit and access-to-records rights

If you need to show you took ‘all reasonable steps’, you need evidence. That means your contracts should give you the right to audit your counterparty’s training records, complaint logs, investigation outcomes and policy documents.

Build in flexibility too. When the new regulations eventually arrive and spell out what specific steps employers must take, your audit scope needs to be able to expand without renegotiating the whole contract.

6. Termination triggers

Your contracts should give you a way out if a counterparty materially fails to meet its anti-harassment obligations or refuses to cooperate with a regulatory investigation. Given the reputational stakes involved, it’s also worth considering a short-notice termination for convenience clause as a practical exit route.

The bottom line

Waiting for the government to finalise its regulations before you act means starting the new regime with gaps in your contracts and exposure that could have been managed.

This article focuses on your commercial agreements with suppliers and third parties. But the October 2026 changes will also require businesses to review their internal employment practices such as workplace policies, staff training, grievance procedures and contracts of employment. These issues should be considered alongside any review of commercial contracts.