Consulting checklist

Before you sign a consulting contract

8 clauses worth a second look, with what is off-market and the one-line fix for each. Work down the list against the contract in your inbox.

1. 01

   Kill fee

   Red flag

   A clause letting the client terminate immediately with no notice pay, so a consultant who cleared their calendar for the engagement is left with a sudden gap and no compensation.

   The fix

   "Either party may terminate on [30 days'] written notice. The notice period and all work performed to date are payable. The current retainer period is non-refundable."

   What is normal for kill fee →
2. 02

   Deposit

   Red flag

   Fully-in-arrears billing on a large engagement with no upfront payment, so the consultant delivers a month or a phase of work before seeing anything.

   The fix

   "The first retainer period is invoiced in advance. For project work, a 40% deposit is due at signing, with the balance on completion."

   What is normal for deposit →
3. 03

   Net payment terms

   Red flag

   Net-60 or longer, or payment contingent on the client's own budget approval or funding round, so the consultant's fee depends on events they do not control.

   The fix

   "Invoices are Net-30 with a 1.5% monthly late fee. Retainers are billed in advance. Payment is not contingent on Client's internal budget or funding."

   What is normal for net payment terms →
4. 04

   Unlimited revisions

   Red flag

   Unlimited revisions on deliverables, or an open mandate where any new request counts as part of the same fee, with no boundary on the engagement's scope.

   The fix

   "Deliverables include [N] rounds of revision. New questions or workstreams beyond the agreed scope are handled as additional engagements."

   What is normal for unlimited revisions →
5. 05

   IP transfer

   Red flag

   "Consultant assigns all intellectual property, including methodologies and know-how, to the client," which would strip the consultant of the very frameworks they use with every client.

   The fix

   "On full payment, Client owns the deliverables prepared for this engagement. Consultant retains their pre-existing frameworks, methods, and know-how, and grants Client a license to use them within the deliverables."

   What is normal for ip transfer →
6. 06

   Exclusivity

   Red flag

   A clause barring the consultant from advising anyone in a broad industry, during and long after the engagement, with no added compensation.

   The fix

   "During the engagement, Consultant will not advise [named competitors]. Any broader or longer exclusivity carries a premium of [X]."

   What is normal for exclusivity →
7. 07

   Liability cap

   Red flag

   Uncapped liability making the consultant answerable for the client's business results, or for decisions the client made and executed on its own.

   The fix

   "Consultant's liability is capped at the fees paid. Advice is provided in good faith; Client is responsible for its own decisions and results. Consequential damages are excluded."

   What is normal for liability cap →
8. 08

   Non-compete

   Red flag

   A clause preventing the consultant from advising anyone in the client's industry for one to two years after the engagement, uncompensated.

   The fix

   "Consultant will keep Client's information confidential. Any non-compete is limited to [named competitors] for [6 months] and is reflected in the fee."

   What is normal for non-compete →