Consultancy agreement – what should the agreement include? 12 important points

A consulting agreement should make three things clear: what the consultant is to deliver, how the commercial partnership works, and who bears the risk when something changes or goes wrong. The more business-critical the assignment, the less should be left to verbal expectations.

Facts checked October 1, 2026.

1–3. Assignment, scope, and acceptance

1. Describe the assignment

The agreement should state the goal, scope, and what is expressly outside the assignment. For ongoing advisory services, an overall framework can be combined with separate orders or statements of work.

2. Define deliverables and schedule

Specify reports, code, drawings, analyses, training, or other results, as well as milestones and dependencies. If the customer must provide background material or make decisions for the consultant to work, this should also be stated.

3. Determine when a delivery is approved

For project deliveries, it is often valuable to state how review and approval take place, what counts as a defect, and how corrections should be handled.

4–6. Compensation, F-tax, and changes

4. Price and invoicing

State whether the compensation is fixed, ongoing per hour/day, or a combination. Also regulate expenses, travel time, payment terms, invoicing intervals, and what happens in the event of late payment.

5. F-tax and party relationship

For an independent consultancy business, it is practical to state that the contractor is approved for F-tax when applicable. The Swedish Tax Agency recommends that the approval be stated in writing in a quote or agreement and on the invoice. F-tax cannot, however, be used to mask an actual employment relationship.

If the arrangement is close to standard staffing or the person becomes strongly integrated into the business, also read Consultant or employee – what is the difference?.

6. Change management

Scope creep is a common source of conflict. The agreement should describe how changes are ordered, how price and schedule are affected, and who is authorized to approve additions.

7–9. Rights, confidentiality, and data

7. Intellectual property

Decide who owns material that existed before the assignment and who gets the rights to new results. Distinguish between ownership and license. If the consultant uses their own libraries, methods, templates, or third-party components, it should be stated how the customer may use the final result.

8. Confidentiality

Regulate what information is confidential, for what purpose it may be used, which persons may have access, and what should happen at the end of the agreement. For larger exchanges of information, a separate NDA may be appropriate.

9. Personal data

If the consultant processes personal data on the customer's behalf, the parties need to assess their GDPR roles. If the consultancy firm is a data processor, a data processing agreement is required according to Article 28.

10–12. Liability, termination, and exit

10. Defects, damages, and limitation of liability

Regulate what constitutes a defect, correction, direct and indirect damages, any limitations of liability, and exceptions to that limitation. Under Section 36 of the Swedish Contracts Act, contractual terms can be adjusted or disregarded if they are unreasonable; therefore, the distribution of risk should be well-considered and proportionate.

11. Term of agreement and termination

State whether the agreement applies to a project, a specific period, or until further notice. Regulate the notice period and situations where the agreement can be terminated prematurely, for example, material breach of contract or insolvency.

12. Exit and handover

Decide what the consultant should hand over at the end: files, documentation, source code, permissions, customer data, and other materials. Also determine the policy for deletion, continued support, and how ongoing work should be compensated.

Related guides

Consultant or employee? · Non-Disclosure Agreement (NDA) between companies · Data controller vs. data processor · Cooperation agreement between companies

Sources