Consulting Agreement (Canada) by OLL
This template is for the engagement of a consultant — an individual or firm providing advisory, analytical or strategic expertise — by a business in a Canadian common-law province or territory. It is not suitable for an employment relationship. It is not suitable for use in Quebec.
This document comes from OLL's library of vetted legal templates
CONSULTING AGREEMENT
This template is for the engagement of a consultant — an individual or firm providing advisory, analytical or strategic expertise — by a business in a Canadian common-law province or territory. It is not suitable for an employment relationship. It is not suitable for use in Quebec.
Drafting notes appear in italics and are to be deleted before execution. Square brackets mark information to be filled in. Delete any inapplicable optional clauses and renumber before execution.
⚠️ Misclassification. Calling someone a consultant does not make them one. The Canada Revenue Agency applies its own test — degree of control, ownership of tools, chance of profit and risk of loss, and how integrated the worker is into the business. A worker found to be an employee can trigger liability for source deductions, CPP and EI contributions, interest, penalties, and employment standards entitlements. If the Consultant works set hours, works only for the Client, or is supervised day to day, take advice before using this template.
THIS AGREEMENT is made as of [Date].
BETWEEN:
[Client Legal Name], [a corporation incorporated under the laws of [Province / Canada] / a sole proprietorship / a partnership] having its principal place of business at [Client Address]
(the "Client")
— and —
[Consultant Legal Name], [a corporation incorporated under the laws of [Province / Canada] / an individual / a sole proprietorship] of [Consultant Address]
(the "Consultant")
(each a "Party" and together the "Parties")
WHEREAS the Client wishes to engage the Consultant to provide advisory and consulting services, and the Consultant has agreed to provide those services on the terms set out below;
NOW THEREFORE in consideration of the mutual covenants below, the Parties agree as follows:
Services
The Consultant will provide the advisory, analysis and consulting services described in Schedule A (the "Services"), which may include recommendations, analysis, reports and strategic input, and are not limited to tangible deliverables.
The Consultant will perform the Services in a professional and workmanlike manner, consistent with the standards generally observed in the Consultant's field.
The Consultant will determine the method, details and means of performing the Services. The Client may specify the results to be achieved but will not control the manner in which the Consultant achieves them.
Include the following if the Client is engaging a named individual within a consulting firm:
The Services will be performed personally by [Named Consultant], who the Client has engaged the Consultant specifically to retain for this engagement. The Consultant will not substitute a different individual to perform a material part of the Services without the Client's prior written consent, except as permitted under section 15.
The wording of clause 1.3 is deliberate. Control over the manner of work is the single most important factor in the employee-versus-contractor analysis.
This clause matters where the Client is retaining a firm for a particular person's expertise, not the firm generically. Delete it for engagements where any qualified person at the Consultant's firm can perform the Services.
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Canada note
This version is drafted for Canada. Provinces differ on employment standards and Quebec applies civil law rather than common law. Tell GitLaw which province applies and it adjusts the draft.
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