Detect retainer refund traps, one-sided termination for convenience, and non-solicitation bans in consulting agreements.
These common clauses routinely slip past non-lawyers and expose organizations to six-figure liabilities.
Permitting client to demand refunds for unused monthly advisory hours rather than treating retainers as a reserved availability fee.
Restricting consultant from advising any companies in the same general vertical or sector for 24 months.
Vague statements of work enabling client to treat consultant as on-demand 24/7 staff without emergency surcharge rates.
Requiring 60-day reimbursement approvals and permitting client fee offsets for disputed deliverables.
Immediate termination without notice, forced retainer refund, and restraint of trade restricting the consultant from earning a living in their vertical.
Require 30 days notice for termination, establish retainers as non-refundable reservation fees, and strike vertical non-compete clauses.
Answers to legal and operational questions about risk detection and protection.
No. Retainers pay for reserved advisory availability, intellectual bandwidth, and priority access, and should be explicitly non-refundable and non-accruing.
Limit non-solicitation strictly to directly engaging the client's full-time staff, and reject clauses that restrict working with other industry clients.
Agreements should mandate 30 days written notice and full payout of earned fees and unamortized commitments.
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