Post by: King Siu, Communications Coordinator, PMAC

Every contract type has subtleties that make it unique and our morning session with Kathleen Kendrick, Senior Legal Counsel, Miller Thompson LLP, discussed some of these points as they related to Consulting Service Agreements (CSA).

 Kathleen brought everyone up-to-speed with a quick overview of the types of CSAs: individual, with consulting firms and hybrid with a company that provides products and consulting services.

 An important reminder to the audience was that all contracts are agreements, but not all agreements are contracts. In order to be a contract these elements must exist:

• Unconditional offer
• Unconditional acceptance
• Intention to create legal relations
• Consideration
• Certainty of terms
• Capacity

Kathleen acknowledges that CSAs are hard to define as deliverables are not always tangible, i.e. advice, therefore professionals must clearly define the scope of what they want achieved, where the consultant fits in, and what they want delivered. The consultants tasks, expected results/goals, deliverables and method of measurement must be included in the CSA.

CSAs are not like regular contracts for sale of goods because they may be ongoing and long-term, therefore regular reporting from the consultant will need to be considered and included in the agreement.

Most importantly, Kathleen stresses that all CSAs be designed with an out clause that clearly states how the contract can be terminated, with a cure period for breaches, to avoid future inconvenience.

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