Sample Consulting Contract
Working through an Intermediary
(Agency or Lead Contractor)

Introduction

Set out on the page linked below is a sample consulting contract of the type that would be used when working through a Consulting Agency or a Lead Consultant. For the avoidance of doubt, in this situation you are operating as a subcontractor and therefore you do not have a direct contractual relationship with the End Client.

There will be an intermediary sat between you and the End Client. The intermediary could be an Agency or a Lead Consultant / Contractor. The intermediary will have a contract with the client; you will have a contract with the intermediary.

The sample consulting contract provided is the contract that would typically be used to define the relationship between the subcontractor and the intermediary.

My objective is to provide you with a sample contract with explanations of the intent of the main clauses. The bullet point text in BLUE font beneath each clause of the sample consulting contract is the narrative and explanation that I have added in order to highlight or amplify any key points.

In practice, the intermediary may provide you with a draft contract and insist that this is the contract that will be used.

An Agency is likely to be quite inflexible with regard to potential changes to the structure and content of the contract. In contrast, a lead contractor may be more receptive to some negotiation.

In all cases you should review the draft contract carefully and pass a copy to your advisors for review and comment.

Following this review, if you do require some changes to the draft agreement as provided by the intermediary only you can judge how hard to push for the amendments.

Your approach in this situation will be influenced by the strength of your bargaining position as illustrated by the following factors:

• How specialized are your skills and how scarce are they in the marketplace? If highly specialized and scarce, you should push the intermediary to flex the contract to address your concerns
• Does the intermediary have a number of other consultants on his books who could undertake the assignment equally as well as you could? If so this puts you in a weaker position
• The length and quality of the relationship that you have with the intermediary; if the intermediary values his relationship with you highly then he is more likely to accommodate your requirements

When you are building a new relationship with an agency or lead consultant it makes sense to invest time up front in working closely together to review a range of sample consulting contracts to agree the basic framework of the relationship, the spirit of the agreement and to discuss ways of working.

For each contract that you subsequently undertake through that intermediary the standard contract will then apply, with only slight variations required to reflect matters such as the specific details of the assignment, fees and commission percentage to be taken by the intermediary.

It is worth keeping in mind that a sample consulting contract provided by an intermediary is likely to have been in use for a period of years and will probably have been reviewed, edited and refined many of times over. It is likely that the intermediary will have invested significant time and expense working with his lawyers to construct and maintain an agreement that reflects the commercial reality of the intended relationship between the intermediary and the subcontractor.

Furthermore, the draft contract is likely to have been reviewed and challenged by scores if not hundreds of subcontracting independent consultants (and their lawyers) prior to your own review; therefore, you can be reasonably confident that the requirements of those consultants who have gone before you will be substantially reflected in the sample consulting contract provided to you by the intermediary.