Consultancy agreement in Taiwan: Template, Key Clauses and Local Law (2026)

The short answer A consultancy agreement in Taiwan is a commercial contract under the Civil Code, usually a mandate, under which an independent consultant provides advisory services. It is not employment, provided the consultant is genuinely independent. The issues that matter most are misclassification (a consultant treated like an employee triggers the Labor Standards Act and mandatory insurance), and intellectual property and confidentiality, which should be set out expressly, backed by the Trade Secrets Act for genuine secrets. ## Which law governs a consultancy agreement in Taiwan? Taiwan's Civil Code governs. A consultancy is typically a mandate, under which the consultant performs services and owes duties of care rather than guaranteeing a specific outcome. Where a defined deliverable is expected, elements of a contract for work apply and payment can be tied to acceptance. Taiwan follows freedom of contract within mandatory law. ## Independent consultant or employee? The label consultant does not settle the matter. Taiwanese courts look at control and subordination, integration into the client's organisation and work rules, exclusivity, who supplies tools, whether the consultant bears business risk and serves other clients, and how pay is set. If the engagement is in substance employment, the Labor Standards Act, labour insurance, health insurance and pension duties apply, with back-payment exposure. ## Key clauses, with local-law notes Scope and deliverables. Describe the advisory services and any deliverables, with acceptance criteria where a defined output is expected. Fees and tax. State the fee, schedule and currency, and address withholding tax on payments to the consultant. Independence. State expressly that the consultant is independent, controls method and hours, bears own costs and is not an employee or bound by the client's work rules. Confidentiality. Protect confidential information. For genuine trade secrets, the Trade Secrets Act adds statutory protection where the information has economic value and reasonable measures are taken to keep it secret; an NDA-style clause is one such measure. Intellectual property. Assign ownership of work product expressly rather than assuming the client owns it. Personal data. If the consultant handles personal data, address Personal Data Protection Act (PDPA) duties. Term, termination and liability. Set the term and notice, and a sensible liability and indemnity position. In a mandate, terminating at a disadvantageous time without unavoidable reason can create a compensation exposure, so include a clear notice mechanism. ## A simple template outline 1. Parties and effective date

2. Scope of consultancy services and deliverables
3. Fees, invoicing, expenses and withholding tax
4. Term and termination (including notice)
5. Independent-contractor status
6. Confidentiality and trade-secret protection
7. Intellectual property ownership and assignment
8. Personal data (PDPA) where relevant
9. Warranties, liability and indemnity
10. Governing law and dispute resolution Use a Chinese or bilingual version where the consultant operates in Taiwan. ## Common mistakes and red flags - Treating a full-time, closely supervised, exclusive consultant as independent when the relationship is really employment.

• Leaving IP ownership silent, so the client may not own advisory deliverables.
• Overlooking withholding tax on consultancy fees.
• Weak confidentiality, which also undermines reasonable-measures protection under the Trade Secrets Act.
• Handling personal data without a PDPA-compliant arrangement. ## Structuring the engagement and protecting output Two practical themes run through a Taiwanese consultancy. First, keep the relationship genuinely independent: let the consultant control method and hours, allow other clients, invoice for defined work rather than a salary, and avoid day-to-day supervision and internal discipline, because courts weigh the real degree of control and subordination. Second, protect the output. Set out an express assignment of work product and underlying materials, since ownership should not be assumed, and pair it with confidentiality so advisory material and client information stay protected. For genuine trade secrets, the confidentiality clause and good handling practice also support protection under the Trade Secrets Act. ## Language, execution and dispute resolution Use a Chinese or bilingual version where the consultant operates in Taiwan, and note that electronic signatures are generally recognised. Choosing Taiwanese law and a Taiwanese forum improves predictability where the consultant and the work are in Taiwan. A short escalation clause, discussion first and then the chosen court or arbitration, keeps a disagreement over scope or fees from derailing the relationship. ## Keeping it all in one workspace Step back and drafting a contract like this is really several jobs at once: getting the local-law clauses right, keeping your own standard positions consistent, tracking versions as the document is negotiated, and remembering the dates and obligations it creates. When those jobs are spread across a template file, an inbox and someone's memory, things slip, not through carelessness but because the work is scattered. That is the single-workspace idea behind Adira: draft, understand, edit, track and govern a contract in one place, with each clause flagged favourable, neutral or unfavourable to your company and a built-in record of versions and key dates. Adira is India-first today. Support for other jurisdictions, including those in Asia, is on its roadmap rather than at Indian depth now, so for a Taiwanese contract you would still rely on local counsel for the governing-law detail. The point is the direction: a contract you can see end to end, in one place, is easier to get right and to keep right. ## A note on legal advice This article is general information, not legal advice, and English translations of Taiwanese statutes are unofficial, with the local-language text controlling. Employment, data and trade-secret rules change, so confirm the current position and have a qualified Taiwanese lawyer review any contract you intend to sign.