Free Consulting Agreement Template
Define the terms of a consulting engagement with a professionally drafted agreement covering scope of work, fees, intellectual property ownership, confidentiality, and liability under English law.
The Consultant shall perform the Services with reasonable care and skill in accordance with section 13 of the Supply of Goods and Services Act 1982 and to the standard reasonably expected of a competent professional consultant providing comparable services in the United Kingdom. The Consultant shall comply with all applicable laws, regulations and professional codes, and shall notify the Client promptly of any material change that may affect the provision of the Services.
The Consultant: (a) is responsible for its own income tax, National Insurance contributions, VAT and all other taxes and statutory deductions; (b) may provide a substitute to perform the Services, subject to the Client's reasonable prior approval of the substitute's competence; (c) retains control over the manner in which the Services are performed, subject to the Client's reasonable requirements as to scope and outputs; and (d) is free to provide services to third parties provided there is no conflict with its obligations under this Agreement.
The parties confirm that the genuine nature of this relationship is consistent with the tests laid down in Autoclenz Ltd v Belcher [2011] UKSC 41 and Pimlico Plumbers Ltd v Smith [2018] UKSC 29, and that this Agreement accurately reflects the true agreement between the parties.
Invoicing: The Consultant shall submit invoices on a monthly basis. Invoices shall be payable within 30 days from invoice.
Expenses: Reimbursed with prior approval and receipts.
Statutory late payment (Late Payment of Commercial Debts (Interest) Act 1998): Where an invoice is not paid by the due date, the Consultant shall be entitled to statutory interest under s.5A at the Bank of England reference rate plus 8% per annum, together with fixed compensation and reasonable recovery costs under s.5A of the Act. The statutory rate under the 1998 Act shall apply without variation.
CEST: Where appropriate, the Client has used HMRC's Check Employment Status for Tax (CEST) tool to support its determination. The Consultant shall indemnify the Client against any additional income tax, NICs, interest and penalties imposed by HMRC to the extent they arise from any inaccurate information supplied by the Consultant.
Moral Rights (s.77–s.89 CDPA 1988): The Consultant, to the extent permitted by law and pursuant to section 87 CDPA 1988, irrevocably waives all moral rights in the Work Product (including the right of paternity and the right of integrity) in favour of the Client and its successors, assigns and licensees.
Database Rights: Any database rights arising under Part III CDPA 1988 (as amended by the Copyright and Rights in Databases Regulations 1997) in the Work Product shall be dealt with on the same basis as copyright.
Pre-existing IP: Nothing in this Clause transfers ownership of any intellectual property in existence before the Start Date or created independently of this Agreement; each party grants the other any licence reasonably necessary to use such pre-existing IP for the purposes of the Services.
Each party shall (a) keep the other's Confidential Information strictly confidential; (b) use it only for the purposes of performing this Agreement; (c) not disclose it to any third party except to professional advisers on a need-to-know basis and under equivalent obligations of confidence, or where disclosure is required by law, regulation or a competent authority; and (d) on termination, promptly return or, at the disclosing party's option, securely destroy all Confidential Information (subject to retention to the extent required by law or for legitimate audit purposes).
This obligation shall survive termination of this Agreement for 5 years after termination. Remedies in damages may be inadequate for a breach of this Clause; the disclosing party may seek injunctive relief without prejudice to its other remedies.
The parties have given careful consideration to these restrictions and agree that they are reasonable and necessary for the protection of the Client's legitimate business interests, consistent with the principles laid down in Herbert Morris Ltd v Saxelby [1916] 1 AC 688. If any restriction is held to be unenforceable by reason of its scope or duration, the parties intend that the court apply the blue-pencil test as clarified in Tillman v Egon Zehnder Ltd [2019] UKSC 32 to sever the offending words and give effect to the remainder.
Modern Slavery Act 2015: The Consultant warrants that no slavery, servitude, forced or compulsory labour or human trafficking is taking place in any part of its business or supply chain. The Consultant shall co-operate with the Client in relation to any disclosure required under section 54 of the Act.
Either party may terminate immediately by written notice if the other: (a) commits a material breach of this Agreement and, where capable of remedy, fails to remedy it within 14 days of written notice requiring it to do so; (b) becomes insolvent, enters administration, liquidation or a company voluntary arrangement, or (if an individual) is made bankrupt, or analogous proceedings are commenced; or (c) undergoes a change of control that a reasonable person in the notifying party's position would consider materially prejudicial to the continuation of the Services.
Consequences of termination: (i) the Consultant shall deliver up all Work Product in progress and all Client materials; (ii) the Client shall pay all undisputed Fees for Services performed and expenses properly incurred up to the effective date of termination; (iii) any clause which by its nature is intended to survive termination (including Clauses on IP, Confidentiality, Data Protection, Restrictive Covenants, Indemnities and Governing Law) shall so survive.
Subject to the above, neither party shall be liable to the other for any indirect, consequential or special loss, loss of profits, loss of goodwill, loss of anticipated savings or loss of data. The total aggregate liability of the Consultant under or in connection with this Agreement (whether in contract, tort (including negligence) or otherwise) shall not exceed the total Fees paid or payable in the twelve (12) months preceding the event giving rise to the claim.
Variation: No variation shall be effective unless in writing and signed by or on behalf of both parties.
Assignment: The Consultant shall not assign or sub-contract any of its rights or obligations under this Agreement without the Client's prior written consent. The Client may assign on a change of control or to a member of its group.
Third-Party Rights: A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
Severability: If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Notices: Notices shall be in writing and delivered personally, by pre-paid first-class post, or by email to the address or email set out in this Agreement (or such other address as notified in writing).
Counterparts / E-signature: This Agreement may be executed in counterparts and by electronic signature, each of which shall constitute an original and together shall constitute one agreement.
IR35 reminder: This Agreement is drafted on the footing that the engagement is a genuine business-to-business consultancy. Both parties should keep the status determination under review using HMRC's CEST tool and the principles in Autoclenz and Pimlico Plumbers.
What Is a Consulting Agreement?
A consulting agreement is a contract between a business (the client) and an independent consultant or consultancy firm setting out the terms on which consulting services will be provided. It defines the scope of work, deliverables, timelines, fees, and the rights and obligations of both parties throughout the engagement.
Consulting agreements are used across all industries and for a wide range of engagements, from management consulting and IT advisory to marketing strategy and financial analysis. In England and Wales, these agreements are governed by common law principles of contract and may also be subject to the Supply of Goods and Services Act 1982.
A well-drafted UK consulting agreement protects both British parties by clearly defining what is expected, how much it costs, who owns the work product, and what happens if things go wrong in England and Wales. It also helps establish the British consultant's status as an independent contractor rather than an employee, which has important tax and employment law implications under English law.
What's Covered in This Template
This consulting agreement template covers all essential provisions for a professional consulting engagement under English law.
Party Details
Full legal names and addresses of the client and consultant, including company registration details.
Scope of Services
Detailed description of the consulting services, deliverables, milestones, and any exclusions.
Term and Schedule
Start date, end date or duration, and any key milestones or project phases.
Fees and Expenses
Fee structure (daily rate, fixed fee, or retainer), expense policy, invoicing schedule, and payment terms.
Intellectual Property
Ownership of work product, IP assignment or licensing provisions, and pre-existing IP carve-outs.
Confidentiality
Mutual or one-way confidentiality obligations, permitted disclosures, and duration of confidentiality.
Data Protection
Obligations under UK GDPR where personal data is processed in connection with the engagement.
Liability and Indemnity
Limitation of liability, exclusion clauses, and indemnification provisions.
Non-Solicitation
Restrictions on the consultant soliciting the client's employees or customers during and after the engagement.
Termination
Notice periods, grounds for immediate termination, and the consequences of termination including payment for work done.
How to Create a Consulting Agreement
Our template guides you through each section of the consulting agreement so you can produce a comprehensive document tailored to your engagement.
- 1
Identify the Parties and Engagement
Enter the full legal details of both the client and the consultant. Provide a high-level description of the consulting engagement and its objectives.
- 2
Define the Scope and Deliverables
Describe the consulting services in detail, including specific deliverables, milestones, acceptance criteria, and any services that are expressly excluded from the scope.
- 3
Set Fees and Payment Terms
Specify the fee structure, including the daily or hourly rate, any fixed-fee elements, expense reimbursement policy, invoicing frequency, and payment terms (typically 14 or 30 days).
- 4
Address IP and Confidentiality
Clarify who will own the intellectual property created during the engagement. Include confidentiality provisions to protect both parties' sensitive information and any data protection obligations.
- 5
Establish Liability and Termination
Set appropriate limits on liability for both parties. Define the notice period for termination, grounds for immediate termination, and the arrangements for handover and payment of outstanding fees on termination.
Legal Considerations
Consulting agreements in England and Wales involve several important legal considerations, particularly around employment status, IP ownership, and liability.
This template is for informational purposes only and does not constitute legal advice. Consult a qualified solicitor for advice specific to your situation.
Reviewed for England & Wales law
Employment Status and IR35
One of the most important considerations for UK consulting agreements is whether the British consultant is genuinely self-employed or might be considered an employee or worker for tax purposes in England and Wales. The UK off-payroll working rules (IR35), introduced by the Finance Act 2000 and reformed in 2021, require medium and large British clients to determine the employment status of contractors working through intermediaries. If the engagement falls within UK IR35, the client is responsible for deducting income tax and National Insurance contributions to HMRC.
Intellectual Property Ownership
Under English law, the default position is that the British creator of a work owns the copyright under the UK Copyright, Designs and Patents Act 1988, unless the creator is an employee acting in the course of their employment. For UK consultants, this means IP in work product belongs to the British consultant unless the agreement expressly assigns it to the client in England and Wales. A clear IP assignment clause is therefore essential in most UK consulting agreements.
Limitation of Liability
Limitation and exclusion clauses are common in UK consulting agreements but must comply with the UK Unfair Contract Terms Act 1977 in England and Wales. Liability for death or personal injury caused by negligence cannot be excluded under English law. Other exclusions must satisfy the test of reasonableness. In British consumer contracts, the UK Consumer Rights Act 2015 provides additional protections for consumers.
Frequently Asked Questions
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