Consulting or professional services agreement
Review a consulting agreement before you sign
Consulting agreements fail on scope and on liability. Scope, because the statement of work is written optimistically and the change-control clause is written by the client. Liability, because professional services paper routinely carries an uncapped indemnity that no consulting fee could ever justify.
For independent consultants, boutique agencies and fractional executives.
No account needed. You see the price before paying, and the report opens immediately after.
What we check in a consulting or professional services agreement
Every review of this contract type runs the full checklist, then reports what it found with the clause quoted and the line number.
- Whether the SOW is incorporated, and which document wins in a conflict
- Change control - how additional work is authorised and priced
- Deliverable acceptance criteria and a deemed-acceptance period
- Rates, expenses, invoicing frequency and payment terms
- Liability cap and whether it is mutual
- Indemnities and their carve-outs
- IP ownership of deliverables versus your background IP and methods
- Non-solicitation of the client's staff and of yours
- Termination for convenience and notice on both sides
- Insurance requirements and whether you actually hold that cover
Red flags we see most often
These are the specific terms that turn a routine consulting or professional services agreement into an expensive one.
- A client-side termination for convenience on short notice with no payment for work in progress
- "Consultant shall provide such other services as reasonably requested"
- Background IP assigned along with the deliverables
- Insurance limits far above what your work warrants
- Payment tied to acceptance with no objective criteria and no deemed-acceptance clause
- An indemnity covering the client's own negligence
What you get back
Not a summary of what the contract says. A list of what to change, and the wording to change it to.
Risk score and verdict
A calibrated 0–100 score with a one-line verdict. Clean documents score low — the score is only useful if it can say "this is fine".
Findings with the quote
Each issue names the clause, quotes it verbatim, explains the consequence in your contract's own numbers, and says how far it deviates from market standard.
Pasteable redlines
Replacement wording drafted for each issue, ready to send back to the other side.
What's missing
The standard protections for this contract type that your document does not contain.
Deadlines to calendar
Every date and trigger that costs you something if you miss it, with the consequence spelled out.
Negotiation playbook
Your asks in priority order, the reason to give for each, and the fallback position if they refuse.
Questions about consulting or professional services agreements
What is the difference between background IP and foreground IP?
Background IP is what you brought with you - your methods, templates, libraries and prior work. Foreground IP is what you create for this client under this agreement. The client should own the foreground; you should keep the background and grant only a license to use it within the deliverables.
Should a consulting agreement have a liability cap?
Yes, and mutual. Fees paid under the agreement, or fees paid in the preceding twelve months, are the usual reference points. An uncapped liability against a fixed fee is an asymmetry worth naming explicitly in negotiation.
How do I stop scope creep contractually?
A specific SOW, a revision or hours limit, and a change-control clause that says additional work requires written authorisation and is charged at a stated rate. The clause matters less than having a document you can point to in the third week.
Related guides
IP Assignment vs License: Which Are You Really Signing?
Assignment transfers ownership permanently; a license grants permission. Where the line sits in employment, freelance and brand contracts - and why it matters.
Liability Cap Explained: What's Inside It, What Escapes
How liability caps are usually set, which claims are carved out and become uncapped, and why the carve-out list matters more than the number itself.
Review your consulting or professional services agreement now
$49, no account, about two minutes. See a complete sample report first if you want to judge the depth before paying — and if yours finds nothing you can act on, we refund it.
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