Consultancy Agreement: company (individual side letter)
This Consultancy Agreement individual side letter is for use by a company in conjunction with a Consultancy Agreement between the client and the individual’s service company.
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When do I use this document?
- where an individual’s personal service company has been appointed to act as a consultant
- for the individual to give direct legal undertakings to the client
What are the key features?
- legally binding undertakings from the individual which owns the service company to the client
- undertakings relating the following matters:
- continued ownership of the service company by the individual
- availability of the individual to perform the services
- performance of the Consultancy Agreement by the service company
- continued employment of the individual by the service company
- ownership of intellectual property in materials/work product generated during the consultancy
What else do I need to know?
This is a Side letter to a consultancy agreement where the consultant is an individual’s personal service company. Under the side letter, the individual gives undertakings to the client regarding the personal service company and compliance with the consultancy agreement. This letter is for use in conjunction with a Consultancy Agreement between the client and the individual’s service company.
A Consultancy Agreement may be for the appointment by the client of an individual’s personal service company. The service company agrees to provide consultancy services to the client, which will be carried out by the individual.
The individual is not a party to the Consultancy Agreement itself, which is between the client and the service company.
To help ensure that the individual will be available to provide the services and responsible for the performance of the Consultancy Agreement by the service company, the client will often require a letter from the individual to the client under which the individual will enter into legally binding undertakings directly with the client.
More information about consultancy agreements
What other documents are available?
For a form of consultancy for a service company on a time basis, see
For a form of consultancy agreement with a service company on a project basis, see
When do I use this document?
- for the appointment of an individual to provide consulting services through a service company
- for a fixed term appointment or an appointment terminable on notice
What are the key features?
- 24 clauses over 16 pages
- time-based appointment for a fixed term, terminable by notice by either client or consultant
- service performance obligations on the consultant company, including for performance of the services by the named individual
- consulting fees on the basis of time spent at an agreed contractual rate
- ownership of intellectual property rights arising from the services
- status of the consultant as an independent contractor
- early termination for breach and other circumstances
What else do I need to know?
Often, this type of Consultancy Agreement is also accompanied by a letter from the named individual to the client. This will contain undertakings from the individual directly to the client covering the following:
- that the individual owns the service company and will continue to do so
- that the individual will be employed by the service company by the individual
- that the client will own intellectual property rights in materials/work product generated by the individual
- that the individual will be responsible for the service company’s performance of the consultancy agreement
We have a form of this side letter available – see
What other documents are available?
For a form of consultancy for a service company on a project basis, see
For forms of consultancy agreement with an individual consultant, see
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Updated by a lawyer on 03/09/2024
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