Broker Agreement Checklist for IT Consultants

Before signing any broker agreement (konsultmäklaravtal) or consulting framework contract (ramavtal), use this checklist to review the key terms. Check each item and note any concerns or questions.

1. Rate & Payment Terms (Ersättning & Betalningsvillkor)

Rate Structure

Hourly rate (timpris) is clearly stated
Currency is specified (SEK recommended)
Confirm if rate includes or excludes VAT (moms)
Overtime rate defined (if applicable)
On-call/standby compensation specified

Payment Terms

Payment period is reasonable (14-30 days typical)
Invoice frequency specified (bi-weekly/monthly)
Time reporting requirements are clear
Approval process for time sheets defined

Red Flags

Payment terms over 45 days
Rate not clearly specified
Hidden deductions from rate
"Market rate" without specific number

2. Commission & Fees (Arvode & Avgifter)

Broker Commission

Broker's commission/margin is disclosed (or ask!)
No hidden fees or administrative charges
Commission structure is transparent

End Client Rate

You know (or can calculate) what end client pays
Your share vs broker's margin is reasonable
Typical range: Broker takes 5-15% margin

Red Flags

Broker refuses to disclose margin
Excessive administrative fees
Deductions for "training" or "marketing"
Commission over 20%

3. Duration & Termination (Avtalstid & Uppsägning)

Contract Duration

Start date is clearly defined
End date or duration specified
Extension/renewal terms are clear

Notice Period (Uppsägningstid)

Notice period is reciprocal (same for both parties)
Period is reasonable (2-4 weeks typical for consultants)
Notice must be in writing

Early Termination

Termination for cause provisions
What happens if end client terminates project
Payment for work completed if terminated early

Red Flags

Long notice period (over 3 months) for consultant only
Non-reciprocal termination rights
No payment for work done if terminated
Automatic renewal without notice

4. Non-Compete Clause (Konkurrensklausul)

Client Contact Restrictions

Duration is reasonable (6-12 months typical)
Scope is limited to specific clients you worked with
Geographic scope is defined

Market Restrictions

You CAN work for other brokers simultaneously
You CAN take direct assignments elsewhere
Industry restrictions are minimal

Red Flags

Blanket non-compete across entire industry
Duration over 24 months
Preventing work with any company in broker's portfolio
Penalties for breach are excessive
No compensation for non-compete period

Negotiation Points

Request compensation during non-compete period
Limit to specific clients, not entire portfolio
Reduce duration to 6-12 months
Include exception if broker doesn't find assignments

5. Non-Solicitation (Värvningsförbud)

Employee Solicitation

Duration is reasonable (6-12 months)
Limited to direct solicitation, not preventing acceptance
Applies reciprocally

Client Solicitation

You understand restrictions on approaching client directly
"Direct hiring" clause terms are clear
Buyout fee is reasonable if client wants to hire you

Red Flags

Buyout fee over 6 months of margin
Lifetime restrictions
Prevents you from ever working with the client

6. Intellectual Property (Immateriella Rättigheter)

Work Product

Clear ownership of work created
Your pre-existing tools/frameworks protected
Rights to reuse non-confidential work

Code & Documentation

Reasonable IP assignment to client
Your portfolio rights preserved
Open source contribution rights

Red Flags

All IP belongs to broker (not client)
Preventing use of general skills/knowledge
Claiming rights to your pre-existing work
No provision for portfolio samples

7. Confidentiality (Sekretess)

Information Covered

Definition of confidential info is reasonable
Duration is reasonable (2-5 years typical)
Exclusions for public information included

Your Obligations

Requirements are achievable
No excessive penalties for inadvertent breaches
Return/destruction of materials process clear

Red Flags

Perpetual confidentiality obligations
Overly broad definition covering everything
Criminal penalties for minor breaches
No exceptions for legal requirements

8. Liability & Insurance (Ansvar & Försäkring)

Professional Liability

Your liability is capped (typical: 1-2x contract value)
Gross negligence/willful misconduct excluded from cap
No liability for indirect/consequential damages

Insurance Requirements

Required coverage is reasonable (1-5 MSEK typical)
You can obtain required insurance
Broker provides coverage for their errors

Red Flags

Unlimited personal liability
Insurance requirements over 10 MSEK
Liability for broker's mistakes
Indemnification of all broker losses

Minimum Insurance Recommendations

Professional liability (Konsultansvarsförsäkring): 3-5 MSEK
General liability: 1-2 MSEK

9. Assignment Conditions (Uppdragsvillkor)

Work Location

Clear where work is performed
Remote work options specified
Travel requirements defined

Hours & Availability

Expected hours per week/month
On-call expectations
Vacation/time-off procedures

Substitution

Can you send a substitute if needed
Approval process for substitutes
Rate for substitutes

Red Flags

Exclusive 40 hrs/week commitment preventing other work
No vacation provisions
Required to be personally present for all hours
No sick leave handling

10. Dispute Resolution (Tvistlösning)

Governing Law

Swedish law applies (should always be for Swedish contracts)
Court venue specified (Stockholm typical)

Resolution Process

Negotiation first
Mediation option
Arbitration vs court specified

Red Flags

Foreign law governing Swedish work
Binding arbitration with all costs on consultant
Forum selection in another country

Final Review Checklist

Before signing, confirm:

You have read the entire agreement
All blank fields are filled in
Any verbal promises are in writing
You have copies of all documents
You understand your obligations
You have noted the important dates

Questions to Ask Broker

What is your margin on this assignment?
What happens if the project is cancelled?
Can I take on other assignments simultaneously?
What is the buyout fee if client wants to hire me directly?
Who provides professional liability insurance?
How many consultants do you currently have at this client?
What is your typical payment processing time?
Can we modify the non-compete clause?

Key Swedish Terms (Ordlista)

KonsultmäklaravtalConsulting broker agreement

RamavtalFramework agreement

TimprisHourly rate

MomsVAT

UppsägningstidNotice period

KonkurrensklausulNon-compete clause

VärvningsförbudNon-solicitation clause

SekretessConfidentiality

SkadeståndDamages/liability

FakturaInvoice

BetalningsvillkorPayment terms

When to Walk Away

Consider declining the contract if:

Non-compete prevents working in your field
Payment terms over 60 days
Unlimited personal liability
One-sided termination rights
Excessive notice period (over 3 months) for you only
Broker refuses to negotiate any terms
Hidden fees or unclear rate structure