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AI-Powered Consulting Agreement Review

Consulting agreements.
Scope, IP, and no surprises.

Deliverables that aren't defined. IP that stays with the consultant. Liability caps set at one month's fees. Post-engagement restrictions that are overbroad. Kontractually reviews consulting agreements against your playbook before you sign.

Review your consulting agreementsSee the checklist

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Consulting agreement checklist

6 provisions to review in every consulting agreement.

Kontractually checks these against your playbook rules before you sign.

1
Scope of services and deliverables
Are deliverables clearly defined? What constitutes project completion? Vague scope definitions lead to scope creep disputes. Acceptance criteria should be objective and measurable.
2
IP ownership of deliverables
Who owns what the consultant creates? Without an explicit assignment clause, the consultant retains copyright in deliverables under Australian copyright law. Assignment must be clear and cover all work product.
3
Payment structure and terms
Time-and-materials vs fixed fee. Milestone payment triggers. Invoice approval process. Late payment terms. Change in scope and variation pricing process.
4
Limitation of liability
Cap level relative to fees paid. Exclusion of consequential loss. Does the cap cover professional liability or only direct loss? PI insurance requirements.
5
Confidentiality and data security
Mutual or one-way? Duration post-engagement. Data security obligations. Breach notification. Return or destruction of confidential information on engagement end.
6
Post-engagement restrictions
Non-compete and non-solicitation duration and scope. Restrictions on working with competitors or hiring client staff. Australian courts apply strict reasonableness tests to post-engagement restraints.
FAQ

Consulting agreement questions.

More questions? Email us.

Under Australian copyright law, the author of a work owns the copyright - unless there is an agreement transferring it. For employees, copyright generally vests in the employer. For consultants (independent contractors), the consultant retains copyright unless the agreement explicitly assigns it to the client. A consulting agreement that is silent on IP means the consultant may own the deliverables they created, even if you paid for them. Kontractually flags consulting agreements that lack explicit IP assignment language.

Common market positions vary by engagement type. For professional services consulting, 12 months of fees is typical for a standard engagement. For high-risk advisory work (financial, strategic), caps may be higher or tied to professional indemnity insurance. Some caps are set at total fees paid under the agreement - which for short engagements may be very low. Kontractually flags caps below your defined threshold.

Scope should define: specific deliverables (not just 'consulting services'), acceptance criteria for deliverables (what does 'completed' look like?), exclusions from scope (what is explicitly out), the change order process (how is additional scope authorised and priced), and who has authority to instruct the consultant. Vague scope is the starting point for most consulting disputes.

Yes. Many consulting engagements use a framework agreement (the consulting agreement) and individual statements of work that define specific deliverables and fees. Upload both documents and review each against your playbook - the framework for liability, IP, and confidentiality; the SOW for scope, deliverables, and payment.

For consulting agreements, courts apply the same reasonableness test as for employment restraints. Duration beyond 6-12 months is increasingly difficult to justify for most consulting roles. Geographic scope must match the actual footprint of the engagement. Restrictions on working with competitors generally require a legitimate business interest to protect. Kontractually flags restraints that exceed standard market benchmarks.

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