TERMS OF A CONSULTING CONTRACT

This appendix supplements section 7.6 on consulting contracts. These contracts come in many different forms and degrees of detail. It is useful to be aware of differences in national legislation and practice concerning contracting in general, and contracts for the provision of professional services in particular. In international contracts, the client and the consultant should agree on the applicable law, which is usually the law of the client organization’s home country. In exceptional and justified cases the consultant and the client may agree to apply the law of the consultant’s country or the law of another jurisdiction that is considered neutral by both parties.

The consultant may be requested to accept the client’s standard form and conditions of contract. This is normally the case if the assignment is part of a programme financed by a technical assistance agency or a development bank, and if the work is for public sector clients.

In other cases, the consultant will be able to use his or her own form of contract, or develop a contract in agreement with the client. To support their members, some consultants’ associations have prepared standard contract clauses, or guidelines for contract terms and conditions, reflecting the profession’s experience.

In any event, it is strongly recommended to consult a lawyer on the contract form to be used and on unusual contract clauses suggested either by the client or the consultant. Certain provisions that may look familiar and are sometimes referred to as “boilerplate” (e.g. indemnification and dispute resolution clauses) may prove particularly onerous for one of the parties if they are not properly drafted.

The comments that follow are structured in accordance with the checklist in box 7.6, “What to cover in a contract – checklist” (section 7.6).

1.Contracting parties

It should be made clear not only who signs the contract (and its cancellation, amendments, etc.), but also who will make operational decisions on work progress, changes in the workplan and staffing, and results. In reality, there are several