Your consulting agreement, read before you sign.

What a consulting agreement decides that you may not notice

Most consulting agreements are written by the client, for the client. The clauses that matter most to you are usually not the ones about the project.

• Who owns what you create. Under the Copyright Act, an employer owns copyright in work an employee makes in the course of employment. A contractor is in a different position: you own what you create unless you assign it, and an assignment has to be in writing and signed. Client templates almost always assign everything — and when the wording is broad, “everything” can reach the methods, tools and know-how you had before the engagement and will need for the next one.
• Your background IP. If you bring existing code, frameworks, protocols, datasets or materials, the agreement should list them and license them to the client rather than transfer them. A one-page schedule of pre-existing materials prevents most of the disputes this clause causes.
• Moral rights. In Canada, moral rights cannot be assigned, only waived. US templates either ignore this or ask for a blanket waiver. Whether to give one is a choice you should make deliberately.
• Your other clients. Exclusivity, non-compete and non-solicitation clauses decide what work you can take during the engagement and after it ends. Ontario’s statutory ban on non-competes protects employees, not independent contractors, so a contractor non-compete is judged under the common-law reasonableness test. Courts have been strict with these, but you should not sign one on the assumption it is void.
• Whether you are really a contractor. Calling the relationship “independent contractor” does not decide it. The Canada Revenue Agency and the courts look at the whole relationship — control over the work, who supplies the tools, and whether you carry the chance of profit and the risk of loss. Misclassification has tax and termination consequences for both sides.
• Payment, currency and tax. USD or CAD, net 30 or net 60, what happens when an invoice is late, which expenses are reimbursed, and how GST/HST is handled. You must register for GST/HST once your taxable revenue passes $30,000 over four consecutive calendar quarters. Services supplied to a non-resident business are often zero-rated, but not always.
• Liability and indemnity. An uncapped indemnity for “any breach” or for IP infringement can expose you to far more than the contract is worth. Look for a liability cap tied to the fees paid, and check what insurance the agreement requires you to carry.
• Governing law and forum. If the agreement says Delaware or California law and courts, consider what it would cost you to collect an unpaid invoice there.
• Termination. How much notice the client must give, whether you are paid for work in progress, and what you must return or destroy when it ends.

What the review includes

1. A read of the agreement and every document it pulls in — the statement of work, policies, codes of conduct and any online terms it incorporates by reference.
2. A short call about your work, your other clients and what you most need to protect.
3. Tracked changes on the agreement, with a cover note that explains each change in plain language and ranks it by importance, so you know which points to hold and which to concede.
4. A clean version you can send to the client.
5. Follow-up on the client’s response, where it is included in the quote.

Who this is for

• Consultants and contractors in Canada working for US or Canadian companies — technology, biotech, life sciences, marketing, finance and operations.
• Professionals who have recently moved to Canada and been offered a contractor role by a company outside it.
• Founders and small firms who contract their services to larger clients and want their standard terms to hold up.

If you are on the other side — a Canadian business engaging contractors — the independent contractor checklist covers what your own agreement should say.

Fees

Consulting agreement reviews are quoted at a fixed fee after a free 20-minute call and a look at the document. The quote states the scope — review only, or tracked changes — the turnaround and whether a follow-up round is included. You accept it before any work starts. The firm’s engagement terms are published.