Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Consultancy Agreement (India) by OLL
Open Legal LibraryUpdated 4 Nov 2026
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CONSULTANCY AGREEMENT (INDIA)
Governed by the laws of India
Note: Use this Agreement when an Indian business, such as a company, limited liability partnership, partnership firm or sole proprietor, engages a consultant resident in India to provide professional services as an independent contractor, for example advice, strategy, finance, technology, design, marketing or project work. The consultant can be an individual, a sole proprietor, a one person company, or another company or limited liability partnership. Do not use it for someone who will work like an employee, on hours the Client sets, under its supervision and only for it: use an employment contract instead. It is also not designed for a consultant resident outside India, or for a contractor that supplies workers to work under the Client's supervision. Complete every yellow field, keep one Option in each Option block and delete the others, and complete Schedules 1 and 2. Stamp duty must be paid before or at the time the first Party signs: see the note above the signing blocks.
This Consultancy Agreement (the "Agreement") is made on the date it is signed by the last Party to sign it, between:
(1) [legal name of the client], [legal form and registration number of the client], of [registered office or principal place of business of the client] (the "Client"); and
(2) [legal name of the consultant], [legal form and registration number of the consultant], of [registered office or principal place of business of the consultant] (the "Consultant").
The Client and the Consultant are each a "Party" and together the "Parties".
Note: Describe each Party by its legal form and registration number, for example "a company incorporated under the Companies Act, 2013 with CIN U72900KA2021PTC145678" (or "under the Companies Act, 1956" if that is what its certificate of incorporation says), "a one person company incorporated under the Companies Act, 2013 with CIN U74999MH2022OPC123456", "a limited liability partnership registered under the Limited Liability Partnership Act, 2008 with LLPIN AAB-1234", or, for the Client, "a partnership firm registered under the Indian Partnership Act, 1932 with registration number 1234 of 2019". For an individual, enter their own full name as the legal name and describe them as "an individual resident in India", adding "carrying on business as a sole proprietor under the name" and the trade name if they use one. A trade name on its own is not a legal person. If the Client is a partnership firm, see the note in its signing block. Do not enter PAN, Aadhaar or bank account numbers in this Agreement: the Consultant's PAN goes on its invoices (Clause 5.3).
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions. In this Agreement:
"Authority" means any government, ministry or department, any statutory, regulatory or tax authority, any court or tribunal, and any police or investigating agency, in India or elsewhere.
This is a preview. The full template is free on GitLaw.
This consultancy agreement is for an Indian business engaging an independent contractor resident in India for professional services like advice, strategy, or design. It establishes the consultant as an independent contractor rather than an employee and includes terms for intellectual property ownership, GST compliance, and data protection under Indian law.
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About this template
What is this template?
This is a contract for service between a client and a consultant both based in India. It contains specific Indian statutory protections including MSMED Act payment cycles, GST tax invoice requirements, and DPDP Act data processor obligations. It is not an employment contract and expressly excludes employee benefits like gratuity or provident fund contributions.
When should you use it?
Use this when a business in India engages an independent professional for defined deliverables and wants to ensure ownership of the resulting intellectual property. Use a standard Indian Employment Contract instead if the individual is integrated into the client's organization with set hours and supervision.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | Definitions and Interpretation | Defines key terms including DPDP Act, GST under the Central Goods and Services Tax Act 2017, and Labour Codes. |
| 2.2 | Term | Specifies that the agreement runs from the Start Date until the End Date, including any Services performed before signing. |
| 3.3 | Personnel, substitution and subcontracting | Allows the Consultant to replace personnel with 5 Business Days' notice, subject to the Client's reasonable objection. |
| 4.1 | Independent Contractor Status | Confirms the Consultant is not entitled to salary, leave, bonus, gratuity, or provident fund benefits provided to employees. |
| 5 | Fees, Taxes and Payment | Requires the Client to pay Fees and GST, with specific payment timelines of 45 days for micro and small enterprises. |
| 6 | Intellectual Property | Assigns Deliverables to the Client under Option A or grants a permanent licence under Option B. |
| 7 | Confidentiality and Protected Disclosures | Protects trade secrets and allows disclosures to Authorities like SEBI or under the Sexual Harassment of Women Act. |
| 8 | Personal Data | Obliges compliance with the DPDP Act and requires breach notification to the Client within 24 hours. |
| 9.4 | Indemnities | The Consultant indemnifies the Client against third-party IP infringement claims and claims by Consultant's Personnel for wages or dues. |
| 10.2 | Liability Cap | Limits total liability to either the total Fees paid or a specific INR amount defined in Schedule 1. |
| 11.2 | Termination for Cause | Permits immediate termination for material breach not remedied within 15 Business Days or upon an Insolvency Event. |
| 12 | Non-Solicitation | Restricts both parties from soliciting the other's employees during the Term and for a stated period thereafter. |
| 13 | Governing Law and Dispute Resolution | Governs the contract by Indian law and provides options for court jurisdiction or arbitration under the 1996 Act. |
Who it's for
- an Indian company hiring a local independent consultant for strategy or design work
- a registered partnership firm in India engaging a freelance professional under a contract for service
- an Indian business needing IP assignment and GST compliance terms for a specialist contractor
- a micro or small enterprise in India requiring MSMED Act-compliant payment protections
How long it runs and how it's signed
How long
Runs for a fixed period
Stated duration
[end date]
Notice to end it
[convenience notice period]
Survives the end
Definitions and Interpretation, Independent Contractor Status, Fees, Taxes and Payment, Intellectual Property, Confidentiality and Protected Disclosures, Personal Data, Indemnities, Limitation of Liability and Insurance, Governing Law and Dispute Resolution
Signed by
Client authorised signatory, Consultant authorised signatory
Witness
Not required
Notarisation
Not required
Also needed
stamp duty payable by Client; e-stamp certificate attachment
Law it's drafted under
Governed by
Digital Personal Data Protection Act, 2023
Refers to
Central Goods and Services Tax Act, 2017
Refers to
Micro, Small and Medium Enterprises Development Act, 2006
Refers to
Copyright Act, 1957
Refers to
Code on Social Security, 2020
Refers to
Arbitration and Conciliation Act, 1996
Jurisdiction
India
Document info
GitLaw document. Document created on Wed Nov 4th, 2026. Last updated on Wed Nov 4th, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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