Consultancy agreement for a management consultant

A management consultant sells analysis and recommendations that a client may act on at considerable cost, and the agreement has to define the engagement precisely enough that both sides know what was promised, limit reliance on the advice to the client and to the information it provided, settle who owns the reports and the methods behind them, and reflect an independent professional engagement. Acting for the client or for the consultant, I draft it for £595 fixed and deliver within five working days. The agreement describes a self-employed engagement; HMRC's Check Employment Status for Tax tool decides status case by case, and no drafting guarantees it.

Who this is for

Businesses in England and Wales engaging an independent management consultant for a strategy review, an operational project or an ongoing advisory relationship, and consultants who want a standard agreement for their engagements.

What matters in a management consultant's agreement

The engagement, deliverables and the client's part

The agreement should define each engagement by a proposal or statement of work: the questions addressed, the approach, the deliverables (a report, a workshop series, an implementation plan), the timetable, and the client's responsibilities (information, access to people, decisions by dates), with a change mechanism; the consultant performs with reasonable care and skill under section 13 of the Supply of Goods and Services Act 1982, and the agreement should say that outcomes depend on the client's implementation and that no result is guaranteed.

Reliance on advice and who may rely on it

The advice should be stated to be for the client's benefit only, based on the information provided and the assumptions stated, as at its date, and not to be relied on by third parties, with rights under section 1 of the Contracts (Rights of Third Parties) Act 1999 excluded; a report the client hands to its bank, its investors or a buyer is relied on by people the consultant did not price for, and the agreement should provide for a reliance letter at a fee where that is wanted.

Intellectual property in reports and the consultant's methods

The consultant owns the copyright in reports and deliverables under section 11 of the Copyright, Designs and Patents Act 1988, and the agreement should license them to the client for its internal use on payment while retaining the consultant's frameworks, methodologies and tools for other clients, with an option for assignment of client-specific deliverables; the client's information remains the client's, and the consultant may use anonymised experience from the engagement in future work.

Confidentiality and conflicts

The consultant should keep the client's information confidential with the usual exceptions, may act for other clients including competitors provided one client's information is not used for another, and should disclose a conflict that prevents it acting; an exclusivity should be a priced term rather than an assumption, and the agreement should say whether the consultant may name the client as a reference.

How the engagement is assessed for status

The agreement should reflect an independent business: several clients, the consultant's own premises, equipment and staff, control over how the engagement is delivered, the right to use substitutes and associates, and no obligation to offer or accept further work; where an individual consultant works through a company for a medium or large client, the off-payroll working rules in Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 place the determination on the client, and the agreement should address who makes it and record that status is checked with HMRC's tool against how the engagement is run.

Fees, expenses, notice and liability

The agreement should state the fee basis (fixed, day rate or retainer), invoices carrying statutory interest if paid late under the Late Payment of Commercial Debts (Interest) Act 1998, expenses, the consultant's right to suspend for non-payment, notice from either party with payment for work done, and a cap on liability set as a multiple of the fees and drafted to satisfy section 11 of the Unfair Contract Terms Act 1977, with consequential loss outside it, with professional indemnity insurance and an entire agreement clause drafted within section 3 of the Misrepresentation Act 1967.

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

We showed the consultant's report to our investors. Can they rely on it?

Not under the agreement, which confines reliance to the client and excludes third-party rights. If investors need to rely on it, the consultant can give a reliance letter for a fee, which the agreement provides for.

Who owns the consultant's methodology?

The consultant, who licenses the deliverables to the client and keeps the methods. The client can be assigned the client-specific deliverables on payment if it wants ownership of those.

Can the consultant work for our competitor?

Unless the agreement grants exclusivity, yes, subject to not using your information for them. An exclusivity is a priced term and the agreement treats it as one.

Related guidance and services

• Consultancy and contractor agreements, £595, the service this page describes
• Contract review, £495
• Employment contracts and handbooks, £595
• Terms and conditions for a management consultant
• Statement of work for a consultancy engagement

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.