Consultancy agreement for a fractional CMO

A fractional CMO directs a company's marketing without being employed to do it, which raises questions a full-time marketing director never faces: how much of the budget and the agency relationships they control, who owns the campaigns and the brand work they create, how their other clients are handled, and whether the arrangement is self-employed in substance. I draft the agreement, for the business or for the CMO, for a fixed fee of £595, delivered in five working days. The agreement reflects a self-employed engagement, status is checked case by case with HMRC's Check Employment Status for Tax tool, and no document can guarantee an individual's status.

Who this is for

Businesses in England and Wales engaging a part-time marketing director, and marketing leaders offering fractional CMO services to several clients through their own company.

What matters in a fractional CMO agreement

The services and the commitment

The agreement should set out the services (strategy, brand, campaign planning, oversight of the marketing team and agencies, reporting to the board) and the time commitment in days a month, with a day rate for more, and should say that the CMO decides how the work is done within the client's reasonable requirements; a commitment stated as 'as required' is unlimited for the CMO and unsatisfying for the client, and a defined commitment is also a status factor.

Authority over budgets, agencies and staff

The agreement should state the CMO's authority: to recommend and manage the marketing budget within limits the board sets, to instruct agencies on the client's behalf under contracts the client signs, and to direct the client's marketing staff on the work without becoming their employer or line manager in the employment sense. The CMO should not be a director or officer, with section 251 of the Companies Act 2006 in mind, and should have no authority to commit the client beyond the delegation in a schedule.

Intellectual property in campaigns, brands and content

Strategy documents, campaign concepts, copy, brand assets and content the CMO creates are the CMO's copyright under section 11 of the Copyright, Designs and Patents Act 1988 until assigned, and the agreement should assign them to the client on payment in writing as section 90 requires, with the CMO's methodologies and templates retained and licensed; work produced by agencies the CMO instructs belongs to whoever the agency contracts say, and the agreement should require the CMO to see that the client's contracts with agencies secure the rights.

Data and marketing law

The CMO will run campaigns that use customer data and send marketing, and the agreement should allocate responsibility: the client is the controller under the UK GDPR, the CMO acts on its instructions and as its processor under Article 28 where the CMO handles data, marketing is sent only where the Privacy and Electronic Communications (EC Directive) Regulations 2003 permit, and claims in advertising comply with Part 4 of the Digital Markets, Competition and Consumers Act 2024 and the advertising codes; the CMO advises on compliance but the client decides and carries it.

Status, other clients and conflicts

A fractional CMO works for several clients, and the agreement should say so, with a conflicts clause that prevents the CMO acting for direct competitors during the engagement and keeps each client's information separate; that multi-client position, with the CMO's own equipment, a right to substitute and no obligation to accept further work, is what supports a self-employed outcome, and The off-payroll rules in Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 apply where a company-based consultant serves a medium or large client: that client makes the determination, and HMRC's tool is applied to how the work is done.

Fees, notice, liability and the end

The agreement should state the monthly fee and day rate, expenses, invoicing and interest under the Late Payment of Commercial Debts (Interest) Act 1998, a right for either side to end on notice, and a handover on termination of campaigns in flight, agency relationships, access and accounts; liability should be capped at a multiple of the annual fee with consequential loss and the results of marketing excluded, tested under section 11 of the Unfair Contract Terms Act 1977, and the CMO should carry professional indemnity insurance.

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

Who owns the campaign ideas our fractional CMO came up with?

The CMO, until the agreement assigns them, which it does on payment. The CMO keeps their general methods and templates. Without the clause, the client has a licence at best.

Can the CMO work for a competitor?

Not during the engagement if the conflicts clause excludes direct competitors, and the agreement defines them. Working for other non-competing clients is expected and supports the CMO's self-employed status.

Who is responsible if a campaign breaks the marketing rules?

The client, as the business whose marketing it is and the controller of the data. The agreement requires the CMO to advise on compliance and act within the rules, with liability between them capped.

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 marketing consultant
• Consultancy agreement for a fractional CFO

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.