Critical Red Flags
Misclassification Risk: Clauses that treat you like an employee but give no benefits (e.g., fixed hours, 'control' over tools).
Professional Indemnity (Missing Cap): Making you liable for the client's entire business loss if your advice fails.
Ownership of Prior Work: Attempting to grab rights to the 'pre-existing' frameworks you use for all clients.
Non-Solicitation of Clients: Banning you from working for *any* of the client's customers for years.
Must-Have Clauses
Specific Deliverables (SOW): Avoid 'management consulting' as a generic term; define the report or outcome.
Substitution Right: The right to send a qualified colleague in your place (confirms independent status).
Defined Expenses Policy: Who pays for travel, software, and research materials upfront.
Payment Terms (Milestones): Don't wait until the end; tie payments to specific drafted versions.
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