Reviewing a consultancy agreement a client sent you

A client's consultancy agreement is written by the client's lawyers to protect the client, and a consultant who signs it unread has agreed to its view of IP, liability, covenants and status. Most of it is negotiable, some of it matters, and a consultant needs to know which is which before replying. I review the agreement from the consultant's side and return it marked up with the changes to ask for and an explanation of each, for a fixed fee of £495 in three working days.

Who this is for

Consultants, contractors and freelancers in England and Wales who have been sent a client's agreement, an agency's contract or an umbrella arrangement to sign, and want to know what it means and what to push back on.

What the review checks in a client's consultancy agreement

What the client's template is written to do

A client template typically assigns everything the consultant creates, imposes wide indemnities and uninsured liability, restricts the consultant from working for competitors, allows the client to terminate at will while binding the consultant for a term, and includes a status clause the client needs for its own tax position; the review identifies which provisions are standard and harmless, which are negotiable and which the consultant should not accept, so that the response asks for the changes that matter rather than everything.

The IP and what you will no longer own

The review checks what the agreement assigns under section 90 of the Copyright, Designs and Patents Act 1988: deliverables only, or everything the consultant creates during the engagement including their own tools, templates and methods; whether pre-existing materials are carved out and licensed rather than assigned; whether moral rights are waived more widely than needed; and whether the assignment takes effect on creation or on payment, with the review proposing a carve-out for the consultant's own materials and know-how and an assignment on payment where the client will accept it.

Status, substitution and the off-payroll statement

The review checks the clauses that describe how the engagement will run (control, hours, substitution, exclusivity, equipment) against the consultant's interest in being self-employed, whether the substitution right is real or decorative, and, where the consultant works through a limited company for a medium or large client, whether the client has issued a status determination statement under Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003, what it says, and how the agreement allocates the consequences; where an agency sits in the chain, the review checks the agency's terms, the opt-out under regulation 32 of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 and who the fee-payer is.

Indemnities, liability and insurance

The review checks each indemnity the consultant is asked to give (IP, confidentiality, data, tax, breach generally), whether it is within a cap, whether the consultant's professional indemnity insurance would respond to it, whether the client's own liability is capped at the fees while the consultant's is uncapped, and whether the insurance required (amounts, covers, run-off) is proportionate to the engagement, and proposes a cap tied to the fees and the consultant's cover, specific indemnities in place of general ones, and the removal of a status indemnity where the client makes the determination, all tested against section 11 of the Unfair Contract Terms Act 1977.

Restrictive covenants and the work you may lose

The review checks exclusivity during the engagement, non-compete and non-solicitation clauses after it, their period, scope and the clients they cover, whether they bind the consultant's company only or the individual too, and whether they would stop the consultant taking work they already have or plan to take, and proposes limits (a non-solicitation of clients the consultant dealt with for a short period, no non-compete, conflicts rather than exclusivity) that protect the client's legitimate interest and leave the consultant free to trade.

Payment, notice and the changes to ask for

The review checks the rate, the invoicing cycle, payment terms and whether they are conditional on the client's customer paying, interest under the Late Payment of Commercial Debts (Interest) Act 1998, expenses, the notice each side can give, what is paid on termination, the client's right to withhold or set off, and the governing law, and returns the agreement marked up with the changes to ask for, in order of importance, and an explanation the consultant can send to the client or adapt, so that the negotiation is about the points that matter and the consultant knows which to concede.

What it costs

Review of an agreement sent to you, £495. You are the contractor and want to know what you are signing. Returned marked up with the changes to ask for and an explanation. Three working days.

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

The client says their agreement is standard and cannot be changed. Is that true?

Usually not. Standard means the client's starting point; the IP carve-out, the liability cap and the covenants are routinely negotiated. The review tells you which points to press and which to let go.

Should I sign the agency's opt-out?

That is your choice, made before the introduction. Opting out removes the agency's regulatory obligations to you and is often requested; the review explains what you give up and what the agency gains.

The agreement makes me indemnify the client for any tax if HMRC says I was an employee. Should I agree?

Not in that form, where the client makes the status determination. The review proposes an allocation that follows who decides, with an indemnity only for information you gave.

Related guidance and services

• Consultancy and contractor agreements, £495, the service this page describes
• Contract review, £495
• Reviewing an umbrella company or agency contract as a contractor
• Getting an AI-drafted contractor agreement checked

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.