Consultancy Agreement in Singapore: Template, Clauses and Local Law (2026)

What is a consultancy agreement in Singapore, and when do you need one? A consultancy agreement in Singapore is a contract between a company (the client) and an independent consultant who provides expert advice or services for a fee. It is close to a service agreement but is written for an individual or small firm engaged as an independent contractor, not an employee. The agreement sets the scope, the fee, who owns the work, and the rules on confidentiality and competition. Its most important job in Singapore is to support a genuine contract for service rather than a contract of service, and to deal cleanly with GST and, where the consultant is based overseas, withholding tax. Singapore draws a sharp line between a contract of service (an employee) and a contract for service (an independent contractor). Employees are covered by the Employment Act and receive CPF contributions if they are citizens or permanent residents; genuine contractors are not. The label in the contract does not decide which one you have; the Ministry of Manpower and the courts look at the real relationship. This article is general guidance, not legal advice. Tax and employment rules change, so have a qualified professional review an agreement before you rely on it. Last verified October 2026. ## Singapore consultancy agreement template Copy the block below and fill the bracketed fields. ```

CONSULTANCY AGREEMENT This Consultancy Agreement (the "Agreement") is made on [DATE] BETWEEN: [CLIENT NAME], of [address] (the "Client") AND [CONSULTANT NAME], of [address] (the "Consultant") 1. SERVICES The Consultant will provide the consulting services in Schedule 1 (the "Services"). The Consultant controls how the Services are performed and uses its own methods, tools and schedule. 2. INDEPENDENT CONTRACTOR The Consultant is an independent contractor under a contract for service, not an employee. The Consultant is responsible for its own taxes and, where applicable, its own CPF, insurance and work pass, and receives no employee benefits. 3. FEES AND GST The Client will pay [a fee of S$[AMOUNT] / [RATE] per [hour/day]], invoiced [schedule] and due within [N] days. Fees are exclusive of GST, which the Consultant adds where it is GST-registered. [Expenses reimbursed with approval.] 4. WITHHOLDING TAX Where the Consultant is a non-resident, the Client may be required to withhold tax on payments for services performed in Singapore and account for it to IRAS, as clause 4 of Schedule 1 sets out. 5. INTELLECTUAL PROPERTY Deliverables created for the Client under this Agreement belong to the Client on full payment, and the Consultant assigns those rights. The Consultant keeps its pre-existing material and licenses it for use in the deliverables. 6. CONFIDENTIALITY The Consultant keeps the Client's confidential information secret during and after the engagement and uses it only for the engagement. 7. NON-SOLICITATION For [N] months after the engagement, the Consultant will not solicit the Client's employees or customers it worked with, so far as the restraint is reasonable and enforceable. 8. TERM AND TERMINATION This Agreement runs from [START] and either party may end it on [N] days written notice, or immediately for material breach. Fees earned to the end date remain payable. 9. LIABILITY To the extent the law allows, the Consultant's total liability is capped at [the fees paid], and neither party is liable for indirect loss. 10. GOVERNING LAW This Agreement is governed by the laws of Singapore. Signed - Client: __________ Consultant: __________ Name / title / date Name / date

- **Fees and GST (clause 3).** Make fees exclusive of GST. A consultant must register for GST once its taxable turnover passes the S$1 million threshold, after which it charges GST at the current rate. A client that is GST-registered can usually recover the GST it pays.
- **Withholding tax (clause 4).** This clause matters when the consultant is based overseas. A payment to a non-resident professional for services performed in Singapore is generally subject to withholding tax of 15% on the gross fee (or 24% on net income if elected), which the paying client must withhold and account for to IRAS by the set deadline. Income for services performed wholly outside Singapore is generally outside this.
- **Intellectual property (clause 5).** Assign the deliverables on payment and let the consultant keep and license its pre-existing material.
- **Non-solicitation (clause 7).** Singapore courts enforce restraints only so far as they are reasonable and protect a legitimate interest, so keep any non-solicit narrow in time and scope. ## Common mistakes to avoid - Directing the consultant's hours and methods like an employee while calling them a contractor, which risks a finding of employment, CPF recovery and penalties.
- Forgetting withholding tax on a non-resident consultant, leaving the client liable for the tax it failed to withhold.
- Writing fees as GST-inclusive by accident, so the consultant absorbs GST it must still account for.
- No IP assignment, so the client may not own what it paid for.
- An over-broad non-compete that a Singapore court will not enforce, instead of a narrow, reasonable non-solicit. ## A note on jurisdiction and current law - **Classification is the core risk.** A contract of service (employee) and a contract for service (contractor) are decided on the real relationship, not the label. Misclassification can bring CPF recovery, fines and, for work-pass holders, further consequences.
- **GST.** Registration is required once taxable turnover passes S$1 million; the consultant then charges GST at the current rate. <!-- [VERIFY: current GST rate and the S$1 million registration threshold with IRAS as of October 2026] -->
- **Withholding tax.** Payments to a non-resident professional for services performed in Singapore are generally subject to 15% withholding on the gross fee, or 24% on net if elected, which the payer accounts for to IRAS. <!-- [VERIFY: current non-resident professional withholding rates and the 183-day test with IRAS as of October 2026] -->
- **Restraints.** Non-solicit and non-compete clauses are enforceable only so far as reasonable. ## Where a contract workspace helps A template gets you a sound Singapore consultancy agreement. The ongoing work is keeping each engagement's classification, GST and withholding-tax wording clean, checking IP and non-solicit terms before signing, and tracking end dates across many consultants. All of that, drafting from a template tuned to how your company engages consultants, flagging the classification, GST and withholding-tax risks, and keeping each consultant's end date in view, can sit in one AI workspace rather than scattered across tools, and [Adira](https://adiralaw.com) is one such tool. This template alone is enough to put a fair agreement in place; a single place for drafting, review and tracking just saves you from stitching three jobs together.