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.