Consultancy agreement

This consultancy agreement template is designed to cover the provision of consultancy services by a consultant to a customer, and can be used whether the consultant is an independent service provider or is working for a larger entity.

Consulting services come in many forms and vary significantly in complexity, intensity and duration.  To reflect this variation, our consultancy agreement comes in three different versions: basic, standard and premium.

Basic consultancy agreement

The basic consultancy agreement template is designed for consulting engagements that fall at the simpler end of the spectrum.

It contains streamlined provisions that allow the parties to define:

• the scope of the services;
• standards for the provision of the services; and
• the specification of deliverables.

In addition, the basic template contains a grant of a licence in the deliverables. The licence can be limited to use for particular purposes.

The payment provisions are straightforward and provide for interest in the event of late payment.

The template addresses the issue of whether subcontracting will be allowed and also clarifies the non-employment nature of the parties' relationship. It contains standard boilerplate relating to, among other matters, warranties, limitations of liability, and termination, breaches and amendment of the agreement.

If the consulting arrangements are high value, not straightforward, or call for more than a simple IP licence, our standard or premium consultancy agreement templates will likely be more appropriate.

Standard consultancy agreement

This template builds on our basic consultancy agreement template.

The additional issues addressed in the template include:

• coordination and reporting requirements;
• the provision of materials by the customer to the consultant;
• more sophisticated treatment of the intellectual property rights in the deliverables;
• the customer's confidential information;
• variation of fees.

The standard boilerplate contained in the basic consultancy agreement template is modified in a few places, in particular to provide for indemnification by the consultant in case of certain breaches, to allow either party the opportunity to remedy a breach before the agreement can be terminated by the other party, to allow for the right to assign the contract to a third party if either party requires and to specify detailed notice provisions. These notice provisions may be particularly useful where significant exchanges of information are expected or where the consultant has an obligation to report.

Premium consultancy agreement

Our premium consultancy agreement template may be suitable for more complex collaborations involving deliverables, IP licences or assignments, the disclosure of sensitive information and/or close cooperation between the parties.

The premium version contains everything that is in the standard version.

The premium template adds a formal procedure for the acceptance of the deliverables by the client.

The premium template goes further than our standard template in defining client obligations. When using the premium model, the parties may agree that the client is responsible for various matters that facilitate the ability of the consultant to provide the services, including:

• providing general assistance,
• securing advice regarding tax or legal matters and
• assuring the cooperation of third parties as necessary.

These provisions may be useful where the services relate to matters which are beyond the expertise of the consultant.

In contrast to the standard consultancy agreement, the indemnity provisions in the premium template are reciprocal; likewise, the confidentiality provisions, and both parties are bound by restrictions on publicity.

In the premium agreement, provisions requiring:

• the client to reimburse the consultant's expenses; and
• the consultant to keep detailed timesheets,

supplement the fee provisions contained in the standard template.

Finally, the premium template contains non-solicitation provisions inhibiting the hiring of personnel from the other party.

Basic consultancy agreement

1. Definitions
2. Term
3. Services
4. Deliverables
5. Licence
6. Charges
7. Payments
8. Warranties
9. Limitations and exclusions of liability
10. Termination
11. Effects of termination
12. Status of Consultant
13. Subcontracting
14. General

Standard consultancy agreement

1. Definitions
2. Term
3. Services
4. Deliverables
5. Client Materials
6. Intellectual Property Rights
7. Charges
8. Payments
9. Consultant's confidentiality obligations
10. Warranties
11. Indemnity
12. Limitations and exclusions of liability
13. Force Majeure Event
14. Termination
15. Effects of termination
16. Status of Consultant
17. Notices
18. Subcontracting
19. Assignment
20. No waivers
21. Severability
22. Third party rights
23. Variation
24. Entire agreement
25. Law and jurisdiction
26. Interpretation

Premium consultancy agreement

1. Definitions
2. Term
3. Services
4. Client obligations
5. Deliverables
6. Acceptance
7. Client Materials
8. Intellectual Property Rights
9. Charges
10. Expenses
11. Timesheets
12. Payments
13. Consultant's confidentiality obligations
14. Consultant's publicity obligations
15. Client's confidentiality obligations
16. Client's publicity obligations
17. Data protection
18. Warranties
19. Indemnities
20. Limitations and exclusions of liability
21. Force Majeure Event
22. Termination
23. Effects of termination
24. Non-solicitation of personnel
25. Status of Consultant
26. Notices
27. Subcontracting
28. Assignment
29. No waivers
30. Severability
31. Third party rights
32. Variation
33. Entire agreement
34. Law and jurisdiction
35. Interpretation

Under what circumstances may this agreement be terminated by the customer?

There is a lot of flexibility built in to the termination provisions, and you could decide to include any or all of the following termination rights benefiting the customer (and/or the consultant):

• termination on notice, potentially not exercisable during a defined minimum term;
• termination on breach or material breach, potentially subject to a "notice to remedy" procedure;
• termination on persistent breach;
• termination on insolvency or bankruptcy or other incapacity.

Can this agreement be used by an individual consultant?

Yes. Alternative "parties" and "execution" clauses, suitable for individuals, are included.

Is the consultancy able under this agreement to transfer its rights and obligations to another business?

The assignment clause in this document may be adapted either to create a right to assign, or to prohibit assignment. In many cases, a customer will appoint a consultancy because of their particular skills, experience or characteristics, and so the inclusion of a right to assign may be inappropriate. On the hand, the ability of a consultancy to sell or reorganise its business may be affected - potentially seriously - by prohibitions on assignment in its key contracts.

Does the document provide for day rate-based charging?

This agreement incorporates optional provisions covering time-based charging, and these could quite easily be adapted for day rate-based charging.

How does variation of charges work?

Under the suggested charges variation clause, the consultant has the right to vary the charges by giving written notice of the variation to the customer. The notice must expire on the anniversary of the date of execution of the agreement. The notice period should be defined in the agreement, and the customer at least may want this to be longer than the notice period for termination. The right to increase the charges may be limited by reference to the Retail Prices Index. NB there is no charges variation clause in the basic document.

What does the non-solicitation section in the premium version of this document do?

The purpose of this clause is to protect the staff of one or both parties from being poached by the other. The clause is expressed to cover contractors as well as employees. The period for restrictions should expire on or at some point after termination of the agreement. Note that the enforceability of this type of restriction may be challenged in court.

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consultancy agreement is included in each of these packs:

• Consultancy pack (all versions of this document are included in the pack)
• Business pack (the standard version of this document is included in the standard and premium versions of the pack)
• Web design and development pack (the basic and standard versions of this document are included in the pack)