Waiver of pre-emption rights: share issue

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

• Consultancy Agreement: company (time-based)

For a form of consultancy agreement with a service company on a project basis, see

• Consultancy Agreement: company (project-based)