An interim management agreement must at minimum include a description of the assignment, the duration, the fee, confidentiality obligations, and liability provisions. Because an interim manager typically works as an independent contractor, this contract differs fundamentally from an employment agreement. The following questions give you a clear overview of exactly what belongs in such a contract.
Which clauses are mandatory in an interim management agreement?
An interim management agreement does not contain legally mandated clauses in the way an employment contract does, but a number of elements are indispensable in practice for a watertight collaboration. Think of a clear description of the assignment, the duration, the fee, confidentiality, liability, and the termination conditions.
Concretely, a well-drafted contract contains at minimum the following components:
- Assignment description: what the interim manager will do exactly, which objectives he or she must achieve, and within which framework the assignment falls
- Parties: the identity of the client and the contractor, including company registration numbers
- Duration and planning: the start date, expected end date, and any interim evaluation moments
- Fee and invoicing: the rate, invoicing frequency, and payment terms
- Confidentiality and non-disclosure: which information is confidential and how long that obligation applies
- Liability: who is responsible in the event of errors or damage and up to what amount
- Termination clause: how and when both parties can end the collaboration
It is wise to always have this contract reviewed by a lawyer, especially for complex or long-term assignments.
How is the interim manager’s fee recorded?
The interim manager’s fee is recorded as a daily rate or hourly rate, supplemented by agreements on expense reimbursement, invoicing terms, and any performance-related bonuses. Because the interim manager invoices as an independent contractor, there is no gross salary or social security contributions charged to the client.
In the contract, you record the following:
- Rate: a daily or hourly rate, exclusive of VAT
- Invoicing method: weekly, biweekly, or monthly, based on days or hours worked
- Expenses: which costs are reimbursed, such as travel, accommodation, or materials, and in what manner
- Payment term: typically 30 days after receipt of the invoice
- Bonus arrangements: optional, linked to the achievement of specific objectives
It is also useful to specify in the contract how you handle days not worked, such as illness or public holidays. This prevents disputes after the fact.
What is the difference between an interim management agreement and an employment contract?
The most important difference is the legal relationship: an employment contract creates an authority relationship between employer and employee, while an interim management agreement establishes a collaboration between two independent parties. The interim manager works as an independent contractor and is not subject to employment law.
This has concrete consequences for both parties:
- No payroll costs: the client pays an invoice, not a gross salary with social security contributions
- No dismissal protection: the interim manager has no right to a notice period as an employee would, unless this is contractually stipulated
- No holiday pay or year-end bonus: these are incorporated into the daily rate
- Own responsibility: the interim manager is personally responsible for his or her social security and taxes
- No authority relationship: the interim manager has a high degree of autonomy in how he or she carries out the assignment
Note: if the actual collaboration nonetheless displays characteristics of an employment relationship, such as fixed working hours, strict supervision, and exclusivity, the Belgian social inspectorate may reclassify the agreement as an employment contract. This brings considerable financial consequences.
How are the duration and termination of the assignment regulated?
The duration of an interim management assignment is contractually established with a start and end date. Termination can occur upon expiry of the term, upon achievement of the objective, or early via a notice period agreed upon in advance by both parties.
A good termination clause contains at minimum:
- Duration: a fixed end date or a link to a specific result or milestone
- Extension: the possibility of extending the assignment, preferably in writing and for a defined period
- Early termination: a notice period for both parties, typically between two and four weeks
- Termination due to non-performance: the conditions under which the agreement can be terminated immediately, without notice
- Transfer of files: the obligation to hand over ongoing matters to the client or a successor
A clear exit strategy protects both the client and the interim manager and ensures an orderly conclusion of the collaboration.
Which confidentiality obligations belong in the contract?
An interim manager gains access to sensitive business information, such as financial data, strategic plans, and personnel files. The contract must therefore include a confidentiality clause that clearly describes which information is confidential, how the interim manager handles it, and how long the obligation applies after the assignment ends.
Include the following in the confidentiality clause:
- Definition of confidential information: what falls under it, including oral information and internal documents
- Usage restrictions: the information may only be used for the execution of the assignment
- Duration of the obligation: typically two to five years after the end of the assignment
- Sanctions for breach: a penalty clause or the right to damages
- Exceptions: information that is already publicly known or that the interim manager already knew before the assignment
Also consider including a non-compete clause if you want to prevent the interim manager from working for a competitor immediately after the assignment. Do note that such clauses in Belgium are subject to strict conditions.
Who is liable if something goes wrong during the assignment?
In an interim management assignment, the interim manager is in principle liable for errors that he or she personally makes in carrying out the assignment. The client remains responsible for the decisions he or she makes based on the advice or actions of the interim manager. Both parties can limit their liability contractually.
In the liability clause, you regulate the following:
- Limitation of liability: a maximum amount, often equated to the total fee for the assignment or the amount covered by the professional liability insurance
- Exclusion of consequential damage: indirect damage, such as lost profits, is typically excluded
- Insurance: the obligation for the interim manager to hold professional liability insurance and to demonstrate this
- Liability in the event of intent or gross negligence: this cannot be contractually excluded and always applies
It is wise as a client to always request proof of insurance from the interim manager before the assignment begins. This ensures you know that any potential damage is covered.
How we help you with interim management assignments
A good contract is one thing, but finding the right interim manager is at least equally important. At Skill&Will, we support you throughout the entire process:
- We map your needs and context so we know which profile suits your organization
- We select from our network of experienced professionals who are available for your specific assignment
- We present you with a targeted shortlist, not a pile of CVs
- We guide both you and the interim manager throughout the entire collaboration
Whether it concerns a temporary replacement, a strategic transition, or a specific project, our interim management solutions are tailored to your objectives. Contact us and tell us what you need.
