Consultancy agreement template (Uganda)
In brief
A precedent consultancy agreement engaging an independent consultant.
When to use this
When engaging a consultant as an independent contractor (not an employee).
When a bespoke document is needed instead: Where the relationship is really employment — use a contract of employment.
The template
A precedent only. Replace every [PLACEHOLDER] with your own details; it contains no real party data. Have it reviewed before use.
Title
CONSULTANCY AGREEMENT
Date & parties
THIS AGREEMENT is made on [DATE]
BETWEEN [CLIENT NAME], of [ADDRESS] (“the Client”) AND [CONSULTANT NAME], of [ADDRESS] (“the Consultant”).
1. Engagement & status
1.1 The Client engages the Consultant to provide [SERVICES]. 1.2 The Consultant is an independent contractor, not an employee, and is responsible for the Consultant’s own taxes (including PAYE/NSSF for the Consultant’s own staff).
2. Deliverables & timetable
2.1 The Consultant shall deliver [deliverables] by [dates / milestones], to the agreed standard.
3. Fees & expenses
3.1 Fees are UGX [AMOUNT] [per day / fixed], invoiced [on milestones / monthly], plus pre-approved expenses; payment is due within [DAYS].
4. Confidentiality & IP
4.1 The Consultant keeps the Client’s information confidential and assigns to the Client the intellectual property in the deliverables, licensing any pre-existing materials needed to use them.
5. Conflicts & non-solicitation
5.1 The Consultant shall disclose conflicts of interest and, for [period] after the engagement, not solicit the Client’s staff or clients with whom the Consultant dealt.
6. Liability & insurance
6.1 The Consultant performs with reasonable skill and care and [maintains professional indemnity insurance of UGX [AMOUNT]]; liability is limited to [CAP], excluding consequential loss.
7. Term & termination
7.1 The term is [TERM]; either Party may terminate on [NOTICE] notice or for material breach; the Client pays for work done to termination.
8. General
8.1 Entire agreement; variation in writing; no waiver; severability; governed by the laws of Uganda; disputes resolved by negotiation and then the courts of Uganda.
Execution
Client: ____________ Date: ________
Consultant: ____________ Date: ________
Drafting notes
- Independent contractor
- Make the independent-contractor status explicit, including the Consultant’s own tax responsibility — mislabelling employment carries risk.
- Deliverables
- Tie fees to clear deliverables, milestones and dates.
- IP & confidentiality
- Assign IP in the deliverables and impose confidentiality and conflict-of-interest disclosure.
- Insurance & liability
- Consider requiring professional indemnity insurance and a fair liability cap.
Execution requirements
- Both parties sign.
- An agreement above the statutory value threshold must be in writing.
- Mislabelling employment as consultancy carries Employment Act and tax risks — ensure the substance matches.
Governing law & citations
Governed by the Contracts Act, Cap. 284 (2023 Revision).
- Contracts Act, Cap. 284 (2023 Revision) — s.9.