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£9UK law · England & Wales

UK Consultancy Agreement Template

Engage a self-employed consultant with an IR35-aware UK contract. Protects IP, reinforces self-employed status, fixes fees, and sets professional indemnity expectations. £9.

Editable Word (.docx) + PDF · Re-download any time · UK GDPR compliant

Legal background

A consultancy agreement is for engaging a genuinely self-employed adviser or specialist (often through their personal service company). Like a Freelancer Agreement, it is IR35-aware: substitution rights, lack of control, no mutuality of obligation, project-based deliverables. Distinct from employment, and distinct from a generic supplier contract because of the personal-services nature.

Sample excerpt

A short preview of the kind of clauses your generated document will contain. The full document is tailored to your inputs.

1. Services. The Consultant shall provide the consultancy services described in Schedule 1 (the "Services") as a self-employed independent contractor and not as an employee, worker or agent of the Client. 2. Status. The parties intend that the Consultant is engaged on a self-employed basis. The Consultant has discretion as to the manner, time and place of performance, subject only to delivery of the agreed outputs. 3. Substitution. The Consultant may, at its own cost, provide a suitably qualified substitute approved by the Client (such approval not to be unreasonably withheld) to perform any part of the Services. 4. Fees and expenses. The Client shall pay the Consultant the fees set out in Schedule 1 within 14 days of receipt of a valid invoice. Pre-approved expenses are reimbursable on production of receipts. 5. Insurance. The Consultant shall maintain professional indemnity insurance of at least £1,000,000 for the duration of the engagement and shall provide evidence on request. 6. Confidentiality and IP. The Consultant shall keep all confidential information of the Client confidential. All intellectual property rights in deliverables created under this Agreement vest in the Client on payment, save for the Consultant's pre-existing materials.

What's in the template

  • Defined services and deliverables
  • Substitution clause (genuine right, not theoretical)
  • Consultant controls own working method, hours and place
  • Fees, expenses and Late Payment Act 1998 reference
  • IP — pre-existing IP retained, deliverables IP transferred
  • Confidentiality with reasonable carve-outs
  • Insurance — professional indemnity of at least £1m
  • Termination on notice or for cause
  • Restrictive covenants (limited and enforceable)

Who this is for

  • Companies engaging an interim CFO, fractional CTO, marketing advisor, etc.
  • Boards bringing in senior advisors or non-executive support
  • Founders engaging specialist consultants (regulatory, M&A prep)
  • Agencies sub-contracting senior expertise to client work

Ready in under a minute

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Frequently asked questions

How is this different from the Freelancer Agreement?

Largely the same legal architecture. We split them so the language matches the engagement: "consultancy" reads better for senior advisory work; "freelancer" reads better for delivery-focused project work. Either is enforceable.

Does this cover off-payroll working / IR35?

It is drafted to evidence genuine self-employment. For medium and large clients (off-payroll rules from April 2021) the client must determine status with reasonable care. For small-company clients, the consultant's PSC handles IR35. The template helps document the substantive working relationship.

Are restrictive covenants enforceable on consultants?

Yes, where they protect a legitimate business interest and are reasonable in scope, geography and duration. Courts apply the same reasonableness test as for employees.

These templates are general legal information, not bespoke legal advice. For high-value or unusual matters, ask a solicitor to review.