Consultancy Agreement – Outgoing Owner

Engage the selling owner for a defined handover period after completion, with a handover plan, fees, sale-linked restrictive covenants and an IR35 note.

Editable Word document
14
10pages
Guidance notes included
aml consultancy solutions

Selling or exiting a business

Consultancy Agreement – Outgoing Owner

About this document

What it’s for

Buyers of owner-managed businesses usually need the outgoing owner to stay on for a while to introduce customers, transfer know-how and reassure staff. This agreement engages the former owner as a self-employed consultant (or through their own company) for a fixed handover period, setting out what they will do, what they are paid and the restrictions that apply.

When to use it

  • Signed at completion of a share or asset sale, alongside the SPA or APA
  • Where the seller will not remain an employee
  • For general consultants with no sale, use the Consultancy Agreement template in this library instead

What’s inside

The document is laid out in the sections below. Each one comes with a plain-English guidance note explaining what it does and what to change.

  1. Definitions and interpretation
  2. Engagement and Handover Period
  3. Services and time commitment
  4. Consultant’s obligations
  5. Company’s obligations
  6. Fees and expenses
  7. Status, tax and IR35
  8. Directorship and authority
  9. Confidentiality
  10. Intellectual property
  11. Data protection
  12. Restrictive covenants
  13. Termination
  14. Consequences of termination
  15. Liability and insurance
  16. Notices
  17. General
  18. Governing law and jurisdiction

Also included

  • Expenses

How to complete it

  • Complete the handover plan in Schedule 1 and the fees in Schedule 2
  • Check the restrictive covenants in clause 12 against those in the sale agreement
  • Review the IR35 position (clause 7 and guidance) before signing
  • Choose the individual or personal service company version of the parties

Key points to check

  • Fees must reflect real work – not disguised sale price
  • Earn-outs tied to continued service can be taxed as income – take advice
  • The outgoing owner should resign as a director at completion unless agreed otherwise

Our templates are professionally structured starting points for UK businesses, not legal advice. For anything complex, unusual or high-value, have your final version checked by a solicitor.

Included in the pack

Selling or exiting a business

£20

for every document in this category

Editable Microsoft Word files

Guidance notes in every document

Written for UK businesses

Download and keep

Get the packSee every document in this pack →

Need more than one category?

Documents All-Access gives you every category for 12 months for £295.

Compare options →

Need it tailored?

We can adapt any template to your business, or write a document from scratch.

Talk to us →