Consulting Agreement in Ireland: Template and Key Clauses (2026)

A consulting agreement in Ireland sets out the terms on which an independent consultant provides services to a client. The biggest risk is employment status: Ireland decides whether someone is genuinely self-employed or really an employee by looking at the substance of the relationship, and the 2023 Supreme Court decision in the Karshan (Domino's Pizza) case set out a structured test that Revenue now reflects in guidance. Misclassification brings tax and employment consequences. On top of status sit IP, confidentiality, VAT and data protection. This guide covers the law, the key clauses and a drafting skeleton. It is general information, not legal advice; confirm a live deal with a qualified local lawyer. ## Employment status: the Karshan test Ireland does not have the UK's IR35 rules, but it has its own status test. Following the Supreme Court's 2023 decision in Karshan, the question is approached in stages: whether there is a mutual exchange of work for payment, whether the worker provides the service personally, whether the employer controls the work, and then whether the wider circumstances point to employment or to a business run on the worker's own account. Revenue and the relevant departments have published a Code of Practice on Determining Employment Status. A genuine consulting arrangement should reflect real independence, because a label alone will not decide it. ## Intellectual property Work created by an independent contractor is generally owned by the contractor unless assigned, so a consulting agreement must assign IP to the client expressly where that is intended, and deal with any moral rights. Without an assignment the client may get only a licence, or less, which can be a real problem when the client later wants to sell, adapt or sub-license the work. Deal with background IP too, so that tools or materials the consultant brings are licensed rather than caught by the assignment. ## VAT and data protection Irish VAT applies to consulting services, standard rate currently 23 percent, administered by Revenue; a VAT-registered consultant charges VAT. Where the consultant processes personal data for the client, the GDPR applies as implemented by the Data Protection Act 2018 under the Data Protection Commission, so set out controller and processor roles and a data-processing clause where needed. ## Key clauses in an Irish consulting agreement - Independent contractor status: a clear statement of self-employment, with the consultant responsible for their own tax and no employee entitlements, backed by genuinely independent working.

• Scope of services and deliverables: what is delivered, to what standard and by when.
• Fees, expenses and VAT: rate, invoicing, expenses and VAT treatment.
• Intellectual property: express assignment to the client and treatment of moral rights.
• Confidentiality: protection of the client's confidential information.
• Data protection: GDPR roles and a processing clause where personal data is handled.
• Restrictive covenants: any non-solicit or non-compete, kept reasonable.
• Liability and insurance: limitation of liability and professional indemnity cover where relevant.
• Term and termination: duration, notice and exit obligations.
• Governing law: Irish law and jurisdiction. ## A simple drafting skeleton 1. Parties and date

2. Independent contractor status
3. Services and deliverables
4. Fees, expenses and VAT
5. Intellectual property and moral rights
6. Confidentiality
7. Data protection
8. Restrictive covenants (if any)
9. Liability, indemnity and insurance
10. Term and termination
11. Governing law and jurisdiction
12. Signatures Give the most attention to status and IP assignment, because those decide whether the arrangement holds up to Revenue and gives the client the rights it expects. ## Common mistakes to avoid - Relying on a "consultant" label while running the relationship like employment, against the Karshan test.

• Assuming the client owns the IP by default without an express assignment.
• Forgetting a data-processing clause where the consultant handles personal data.
• Drafting a non-compete wider than is reasonable.
• Leaving VAT silent on fees. ## Practical steps that support self-employment Because status is judged on substance, the working arrangement should match the contract. A genuine Irish consultant usually invoices for work done, can take on other clients, decides how and when the work is done within the brief, uses their own equipment, and carries the risk of correcting defective work. Avoid the markers of employment: fixed hours set by the client, close day-to-day supervision, a requirement to work only for this client, and integration into the internal team as if staff. Where the consultant trades through their own company, keep the contracting and invoicing at the company level and make sure the company carries the usual business trappings. None of this guarantees a particular status, but it builds the evidence that supports self-employment under the Karshan analysis. ## Liability, insurance and exit Set a sensible limit on the consultant's liability, usually linked to the fees, and carve out what cannot fairly be capped. Require professional indemnity insurance where the work carries real risk, such as advisory or design services. On exit, deal with the return of the client's materials and confidential information, confirm that assigned IP vests regardless of payment disputes, and set out any handover the consultant must provide. These points turn a status-safe contract into one that also protects the client commercially. ## Keeping a contract portfolio under control One Irish consulting agreement is manageable by hand. A portfolio is not. The hard part is tracking which version is current, when each notice period runs, which clause carries risk, and which renewal is due. That work (drafting from a tuned template, flagging risky clauses, tracking dates, keeping versions straight) is what an AI contract workspace can hold in one place. Adira is built for this, with per-clause risk review, plain-English clause editing and a live activity timeline. It is India-first today, with other jurisdictions architected but not yet at the same depth, so verify local depth before relying on it for Irish law. More at Adira. The law above stands on its own. ## Bottom line An Irish consulting agreement turns on genuine independent-contractor status under the Karshan test, an express IP assignment, confidentiality, GDPR compliance and correct VAT. Keep the relationship truly independent, assign IP expressly, and get Irish advice before signing.