Consultancy and Contractor Agreements

Written by Richard O'Shea, Solicitor TEP · Mary Molloy Solicitors, established 1981 · Last reviewed 21 August 2026

What the agreement must cover

• Scope and deliverables — defined outputs and acceptance criteria, not "such services as may be required"
• Fees and expenses — fixed, milestone or day-rate; invoicing rhythm; what expenses are recoverable
• IP assignment — without express assignment, a contractor generally keeps copyright in what they create for you. This is the single most common and most expensive gap in Irish consultancy arrangements
• Confidentiality — and data protection terms where personal data is processed
• Term, termination and notice — including immediate termination for cause
• Status, tax and substitution — the contractor's responsibility for their own tax, and whether a substitute may perform the services
• Liability and insurance — professional indemnity where advice is the product
• Post-termination restraints — reasonable non-solicitation of clients and staff

The employment-status question

Since the Supreme Court's decision in Revenue Commissioners v Karshan (Midlands) Ltd (the Domino's Pizza case), Irish law tests employment status through a structured five-question framework — exchange of wage for work, personal service, control, the factual matrix, and any statutory context. The label the parties chose is not decisive: a "consultant" working like an employee can be an employee for tax and employment-rights purposes, with back-tax, PRSI and unfair-dismissal exposure landing on the engaging business. The agreement cannot paper over a false arrangement, but a properly drafted one — substitution rights, contractor control over method, no integration into staff structures — aligned with the actual working reality is your best protection on both sides of the line.

Both directions

We draft engagement agreements for businesses bringing in contractors, and we act for consultants and contractors reviewing what they've been handed — where the usual push-backs are uncapped liability, over-broad IP assignment (your reusable tools and libraries should stay yours), payment terms, and restraints that outlast the engagement. Freelancers: see the dedicated freelancer contracts guide.