Consultancy Agreement: company (time-based)

This Consultancy Agreement is for the appointment by the client of a service company to provide consultancy services on a time basis. The service company agrees to procure that a named individual provides the services and that the individual complies with other applicable provisions of the agreement.

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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

When do I use this document?

  • for the sale and purchase of a company which is not part of a corporate group
  • for the sale of a company by a single seller
  • for a transaction where the acquisition is signed and completed simultaneously, with no closing conditions
  • when the consideration is paid in full in cash at completion

What are the key features?

  • full-form SPA with 22 clauses and 4 schedules over 33 pages
  • process for the sale and purchase of shares and completion deliverables
  • warranties from the seller relating to the target company
  • seller limitations from liability under the warranties
  • provision for indemnities for specific issues
  • restrictive covenants from the seller
  • tax covenant for pre-completion tax liabilities

What other documents are there?

For alternative forms of SPA for a standalone company, see:

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Updated by a lawyer on 03/09/2024

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