Investment Consulting Agreement Template for England and Wales

It sets out the scope of advice or services the consultant will provide (such as deal sourcing, due diligence support, portfolio management advice, or strategic investment guidance), the fee structure (retainer, success fee, or hourly rate), confidentiality obligations, intellectual property ownership of deliverables, and the regulatory status and limitations of the consultant's services.

Yes, if the consultant carries on a regulated activity as defined in FSMA 2000 and the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, such as giving investment advice or arranging deals in investments, they must be FCA-authorised or act as an appointed representative of an authorised firm. Providing services without authorisation where required is a criminal offence.

Consulting fees typically take one of three forms: a monthly or annual retainer for ongoing advisory services, a transaction or success fee calculated as a percentage of deal value or capital raised, or an hourly or daily rate for specific project work. The agreement should specify how fees are calculated, when they become payable, and whether VAT is included, as most professional services in England and Wales are subject to standard-rate VAT.

The agreement should require the consultant to disclose any actual or potential conflicts of interest as soon as they arise, including any financial interest in recommended investments or advisory relationships with counterparties. Where conflicts are unavoidable, the agreement should specify how they will be managed. FCA-regulated consultants are also subject to the conduct of business rules on managing conflicts.

Consultants commonly seek to limit liability to the total fees paid under the agreement, or to a specified monetary cap. Exclusion of consequential and indirect losses (such as lost profits on investment decisions) is also standard. Under the Unfair Contract Terms Act 1977, any such limitation must be reasonable in the context of the parties' relative bargaining positions to be enforceable in an English and Welsh court.

Under the Copyright, Designs and Patents Act 1988, copyright in a report created by an independent consultant vests in the consultant by default, not the commissioning client. The agreement should include an assignment or licence clause addressing this, specifying whether the client receives an assignment of copyright in deliverables or only a licence to use them for stated purposes.

A post-termination confidentiality obligation of two to five years is common in investment consultancy agreements in England and Wales for trade secrets and commercially sensitive information. For genuinely confidential information with a longer commercial life (such as investment strategies), indefinite confidentiality obligations are not uncommon. Courts will enforce reasonable post-termination obligations where they are proportionate.

The appropriate notice period depends on the nature of the engagement. Short project-based agreements may need only two to four weeks' notice. Ongoing strategic advisory relationships often require three to six months. The agreement should also address what happens to live transactions or pending fees if either party terminates during an active deal process, particularly where a success fee is payable.