Creating a consulting agreement playbook is the difference between having a disorganized pile of contracts and a scalable procurement engine. To move away from manual redlining, you need a checklist that covers the common consulting agreement clauses of every professional services deal.
1. Intellectual Property (IP) & Ownership
The most critical part of any consulting agreement playbook is ensuring you own the assets you are paying for.
- [ ] Work Made for Hire: Does the agreement explicitly state that all deliverables are "works made for hire"?
- [ ] Assignment of Rights: Is there a "backup" assignment clause in case the work doesn't legally qualify as a work made for hire?
- [ ] Background IP License: Does the company have a perpetual, royalty-free license to any pre-existing IP the consultant uses in the project?
- [ ] Moral Rights Waiver: Has the consultant waived any "moral rights" to ensure you can modify the work in the future?
2. Scope of Work (SOW) & Deliverables
Once ownership is secured, you must define exactly what is being owned to prevent the "budget bloat" that stems from vague project descriptions.
- [ ] Milestone-Based Payments: Are payments tied to specific, verifiable deliverables rather than just "monthly retainers"?
- [ ] The "Definition of Done": Does the SOW include objective acceptance criteria for each phase of the project?
- [ ] Expenses: Is there a clear cap on reimbursable expenses (e.g., "Must follow Company Travel Policy")?
3. Liability & Risk Management
Next, even with a clear scope, things can go wrong; therefore, the next layer of your playbook must focus on shifting the financial burden of errors back to the vendor.
- [ ] Standard of Care: Is the consultant held to "professional industry standards" for their specific field?
- [ ] Indemnification: Does the consultant indemnify the company for third-party IP infringement?
- [ ] The "Super-Cap" List: Are data breaches, confidentiality violations, and gross negligence excluded from the general liability cap?
- [ ] Insurance Requirements: Does the contract mandate specific levels of Professional Liability (E&O) and Cyber insurance?
4. Relationship & Continuity
Finally, beyond the legal protections and project milestones, your agreement must address the human element of the partnership and how to end it if necessary.
- [ ] Termination for Convenience: Can the company exit the project with 15–30 days' notice without penalty?
- [ ] Non-Solicitation: Is there a balanced clause preventing the consultant from poaching your internal team?
- [ ] Transition Services: Is the consultant required to return all company data and provide "hand-off" documentation upon termination?
The Bottom Line
And there you have it…
We hope this checklist has been a useful starting point for auditing your current terms and building out a more secure framework for your professional services deals.
By checking off these core areas—from IP ownership to liability caps—you’ll be better equipped to protect your company’s assets and avoid the common consulting agreement playbook mistakes that often lead to budget bloat or lost intellectual property.
If you are tired of manually reviewing these checklists and want to skip straight to a finished document, you can try our free consulting agreement playbook generator.