Consultancy Agreement
Engage consultants and advisors the right way — deliverables, IP, fees and independent-contractor status secured.
- Contractor Status Protected
- Deliverables Not Hours
- IP Assigned to You
What is Consultancy Agreement?
Hiring a fractional CTO, marketing consultant, advisor or domain expert? A consultancy agreement defines the engagement so both sides know exactly what is bought: scope and deliverables, time commitment, fees and expenses, IP ownership, confidentiality — and critically, that the consultant is an independent contractor, not an employee.
That last point carries real money: misclassification can trigger PF/ESI/gratuity liability, TDS issues and disputes. Our drafts establish genuine contractor status through the right operational clauses while protecting your confidential information and ensuring everything created belongs to you.
For consultants themselves, we flip the table — payment protection, scope boundaries, liability caps and the right to serve other clients — so you consult with confidence.
Expert Pro Tip
Pay consultants against invoices with TDS u/s 194J (10%) and avoid fixed hours, exclusive commitment or employee-style supervision in the contract — these are the factors that decide employee-vs-contractor classification if it is ever questioned.
Choose Your Package
Transparent pricing — professional fee shown, government fees extra where noted.
Starter
Single consultancy agreement.
All Inclusive
Get StartedWhat you'll get
- Lawyer-drafted agreement
- Contractor-status protection
- IP assignment & confidentiality
- 2 rounds of revisions
- TDS/GST treatment guidance
Standard
Consultancy + advisor equity terms.
All Inclusive
Get StartedWhat you'll get
- Everything in Starter
- Advisor equity/vesting schedule
- Conflict-of-interest clauses
- Lawyer consultation (30 min)
- 3 rounds of revisions
Pro
Consultant engagement kit for repeated use.
All Inclusive
Get StartedWhat you'll get
- Everything in Standard
- Reusable template + SOW format
- NDA bundled
- Counterparty redline review (1)
- Termination & dispute notice formats
- Dedicated lawyer support
* Timelines depend on government processing. T&C apply.
Benefits of Consultancy Agreement
Contractor Status Protected
Clauses structured so the relationship is genuinely independent — avoiding PF/ESI/employment-claim exposure.
Deliverables Not Hours
Outcome-defined scope with review mechanics — you pay for results, not presence.
IP Assigned to You
Work product, strategies and materials created under the engagement belong to your company.
Confidentiality Built In
Consultants often see your most sensitive data — protected with survival beyond the engagement.
Flexible Engagement Models
Retainer, milestone, hourly or equity-linked (advisor) structures — drafted to fit.
Clean Termination
Notice, final-deliverable handover and post-engagement obligations defined.
How It Works — Step by Step
- 1
Engagement ScopingDay 1
Role, deliverables, commitment and fee structure of the consultancy mapped.
- 2
Agreement DraftingDay 2
Contract drafted with contractor status, IP, confidentiality and payment terms.
- 3
Review & RevisionsDay 3
Both-party review supported; revisions incorporated (2 rounds).
- 4
Execution & TDS GuidanceDay 4
Signing guidance plus the right TDS treatment (194J) and invoicing flow.
Documents Required
Prepare your documents in the order below — start with Document 1 and move down the list.
Parties
- 1
Company DetailsRequired
Engaging entity's legal name and address.
- 2
Consultant DetailsRequired
Individual or entity, PAN and GST status (affects TDS/GST treatment).
Engagement Terms
- 3
Scope & DeliverablesRequired
What the consultant will deliver, and by when.
- 4
Fee StructureRequired
Retainer/milestone/hourly rates, expenses policy and payment timeline.
- 5
Equity/Advisory TermsIf applicable
If advisor shares/options are part of compensation.
Frequently Asked Questions
What makes someone a consultant vs an employee legally?
Courts look at control and integration: fixed hours, exclusivity, supervision, tools provided and inclusion in hierarchy point to employment; deliverable-based work, own methods, multiple clients and invoice-based payment point to consultancy. The agreement must reflect the genuine arrangement — we draft and advise on both.
What TDS applies to consultant payments?
Professional fees attract 10% TDS u/s 194J (2% for purely technical services) once payments exceed ₹30,000 in a year. The consultant raises invoices (with GST if registered above ₹20 lakh services threshold). We set out the correct flow in the agreement.
Who owns the consultant's work product?
Default copyright rules can leave commissioned-work ownership with the creator — so the agreement must expressly assign all work product, with moral-rights waiver and cooperation for registrations. Ours does, while letting consultants retain their generic methods and pre-existing tools.
Can a consultant work for our competitors?
You can require confidentiality always, and conflict-of-interest restrictions during the engagement (no direct competitors simultaneously). Blanket post-engagement non-competes are unenforceable — non-solicitation and confidentiality are the lasting protections.
How do advisor equity arrangements work?
Advisors typically get 0.25%–1% equity vesting over 12–24 months with a cliff, documented via the consultancy/advisor agreement plus a grant instrument (shares or options). We structure vesting tied to continued engagement and defined contributions.
Retainer or milestone — which fee model?
Retainers suit ongoing advisory (fixed monthly fee, defined availability); milestones suit project outcomes; hourly suits unpredictable scopes. The agreement should also cover expense reimbursement and rate-revision mechanics. We draft your chosen model with protections.
What if the consultant just stops responding?
The agreement's termination-for-cause, deliverable-acceptance and payment-linked-to-milestone clauses protect you: unaccepted work is unpaid, materials must be handed over, and confidentiality survives. Prevention beats litigation — and the draft is the prevention.
Is GST applicable on consultancy fees?
If the consultant's aggregate turnover exceeds ₹20 lakh (services), they must charge 18% GST. Your company can usually claim it as ITC. For unregistered consultants no GST applies. The agreement states tax treatment clearly to avoid grossing-up disputes.
What Our Clients Say
4.6/5(2,000+ reviews)Our trademark got objected and we were clueless. Their IP attorney drafted a brilliant reply — mark accepted and published within months.
My freelancer agreement now has milestone payments and IP-on-full-payment. A client who used to delay invoices paid in 4 days this time.
My Pvt Ltd was registered in 12 days flat. Every step explained, pricing exactly as quoted, and the post-incorporation kit covered everything. Highly recommended.
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