Associate agreement for a consultancy using associates

Consultancies that scale with associates sell their own service and deliver it through people they do not employ, and the associate agreement is what keeps the model together: the consultancy contracts with the client and is responsible for the work, the associate delivers it under the consultancy's brand and methods, the client stays the consultancy's, and the associate stays an independent business. Where the consultancy instead supplies associates to work under the client's control, it has become an employment business with the regulation that follows, and the agreement has to know which model it is. I draft that agreement, for the consultancy or for the associate, for a fixed fee of £595, delivered in five working days. Whether an individual is self-employed is checked case by case with HMRC's Check Employment Status for Tax tool, which no agreement can pre-empt.

Who this is for

Consultancies, agencies and professional services businesses in England and Wales that deliver client work through a network of associates, and associates who want an agreement that is fair to them.

What matters in an associate agreement

The model and whether the consultancy is an employment business

The agreement should say that the consultancy contracts with its clients to deliver services and engages the associate to perform all or part of them under the consultancy's direction and standards, with the consultancy responsible to the client for the work; where the consultancy instead supplies an associate to work under the client's supervision and direction, it is supplying a worker and is an employment business under the Conduct of Employment Agencies and Employment Businesses Regulations 2003, with the Agency Workers Regulations 2010 potentially applying to the associate. The agreement should describe the services model and the consultancy should run it, because the regulatory consequences of the other model arrive whether or not the paperwork mentions them.

The engagement of associates for each project

The agreement should be a framework under which the consultancy offers project engagements by a short statement of work (client, scope, deliverables, days, rate, dates) which the associate may accept or decline, with no obligation on the consultancy to offer work or on the associate to accept it, and each statement of work a separate engagement; it should set the consultancy's methods and quality standards the associate follows, the reporting the consultancy needs to manage the client, and the associate's obligations on deadlines and professional conduct.

The client relationship and non-solicitation

The client is the consultancy's, and the agreement should say that the associate works on the project as the consultancy's associate, is introduced to the client as such, does not contract with or invoice the client, and does not solicit or accept work directly from the client or its group for a stated period after the project without the consultancy's consent, with a fee where it happens; a non-solicitation of clients the associate worked with for a reasonable period protects the consultancy's legitimate interest, and a wider non-compete covering all the consultancy's clients is unlikely to be enforced against an independent associate.

Intellectual property and confidentiality across clients

Deliverables the associate produces on a project should be assigned to the consultancy on payment under section 90 of the Copyright, Designs and Patents Act 1988, so that the consultancy can pass them to the client under its own contract, with the associate's own tools and methods retained and licensed, and the consultancy's methodologies and materials licensed to the associate for the project only; confidentiality should cover the consultancy's clients, pricing and methods and each client's information, with the associate required to keep clients' information separate and to process any personal data as the consultancy's processor under Article 28 of the UK GDPR where that applies.

Status, substitution and the off-payroll rules

An associate with several consultancies and clients, their own equipment and premises, control over how the project work is done within the consultancy's standards, the right to send a suitably qualified substitute the consultancy may reject only on reasonable grounds, and no obligation to accept projects is self-employed, and the agreement should say so; where the associate works through a limited company and the end client is medium or large, the off-payroll working rules in Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 apply with the consultancy as fee-payer deducting where the client's determination is inside, and the agreement should say who does what and how the determination is passed down.

Fees, invoicing and the end of each engagement

The agreement should state the associate's day rate or fixed fee per project, invoicing monthly or on milestones, payment terms that do not depend on the client paying the consultancy unless the agreement says so expressly, interest under the Late Payment of Commercial Debts (Interest) Act 1998, expenses with approval, the consultancy's right to end a project engagement on notice with payment for work done, the associate's obligation to hand over work in progress, liability capped at the fees for the project under section 11 of the Unfair Contract Terms Act 1977, and professional indemnity insurance held by the associate or extended by the consultancy's policy as the agreement states.

What it costs

Consultancy or contractor agreement, £595. Drafted for your business. Five working days.

Template set for repeat use, £895. One master agreement plus a short-form schedule you can reuse for every engagement. Five working days.

Buying online forms the engagement on payment. The scope is what the consultancy and contractor agreements page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• A clear, express assignment of intellectual property to your business
• Confidentiality provisions that protect your business information
• Restrictive covenants drafted at a scope a court will uphold
• Clear treatment of status, so the arrangement is not accidentally something else
• Payment, deliverables and termination provisions that match how you work
• A reusable structure, so the next engagement costs you nothing

What is not included

• Employment status determinations and off-payroll working assessments, which need your accountant
• Tax advice
• Disputes with a contractor you have already engaged
• Immigration and right to work compliance

Questions I am often asked

Our associates sit in clients' offices and take instructions from client managers. Is that a problem?

It points to the consultancy supplying workers rather than delivering a service, which makes it an employment business with the regulation that follows, and it bears on status. The agreement describes the services model; the delivery should match it.

Can we stop an associate working directly for a client we introduced?

For a reasonable period after the project, through a non-solicitation with a fee where it happens, yes. A ban on working for any of the consultancy's clients ever is unlikely to be enforced.

Do we pay the associate if the client has not paid us?

The agreement provides that the associate is paid regardless, unless it says expressly that payment depends on the client's payment, which associates rightly resist. The consultancy carries the client's credit risk; the agreement states the position.

Related guidance and services

• Consultancy and contractor agreements, £595, the service this page describes
• Contract review, £495
• Employment contracts and handbooks, £595
• Consultancy agreement for a management consultant

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: October 2026. Email geoffrey@caesar.co.uk.