French B2B Consulting Fee Agreement Template
French fee agreement for B2B intellectual services (consulting, training, advisory), covering fees, payment terms, and intellectual property.
What is the maximum payment term allowed in a French B2B fee agreement in 2026?
Under Article L441-10 of the Code de commerce, the agreed payment period between businesses cannot exceed 60 days from the invoice issue date. Parties may alternatively agree in writing to a 45-days-end-of-month term. If the contract is silent, the statutory default is 30 days after receipt. Breaching these caps exposes the offending party to administrative sanctions — fines of up to €75,000 for an individual and €2,000,000 for a legal entity (art. L441-16).
Source: Code civil, art. 1101 (definition of a contract) — Légifrance · updated 2026
About this form
A convention d'honoraires pour prestation intellectuelle B2B (B2B intellectual services fee agreement) is the standard French contract used whenever two businesses agree on a consulting, training, or research assignment. Governed by general contract law (Code civil, art. 1101 et seq.), it must clearly define the scope of work, the fee model — fixed-fee (forfait), time-and-materials (régie), or day-rate (TJM — tarif journalier moyen) — invoicing milestones, payment deadlines, ownership of deliverables, confidentiality obligations, and termination conditions. French law caps inter-business payment terms at 60 days from invoice date — or 45 days end-of-month if explicitly agreed in writing — under Article L441-10 of the Code de commerce. Late-payment penalties and a flat €40 recovery indemnity (indemnité forfaitaire de recouvrement) apply automatically from the day after the due date, with no formal demand required. A well-drafted agreement protects both sides: it secures the supplier's fee and gives the client clear, enforceable rights over the work produced.
Worked example
A SASU-incorporated consultant bills a market-research study to an SME for €9,000 excl. VAT on a fixed-fee basis: 30% deposit (€2,700) at signing, balance (€6,300) on delivery. The agreement sets a 45-day end-of-month payment term, exclusive copyright assignment in the final report once the balance is settled (art. L131-3 CPI), a 3-year confidentiality obligation, and 15 days' notice for termination. If payment is late, contractual penalties at the agreed rate plus the mandatory €40 flat recovery indemnity apply automatically — no prior formal notice needed.
How to fill out the form
- Define the mission scope precisely: deliverables, acceptance criteria, timeline, and what is explicitly included or excluded — leaving no ambiguity about what the supplier is and is not committed to delivering.
- Choose and price the billing model (fixed-fee/forfait, time-and-materials/régie, or day-rate/TJM), stating the amount excl. VAT (HT), the applicable VAT rate, and any invoicing milestones such as a deposit or phased payment schedule.
- Set the payment deadline (maximum 60 days from invoice date, or 45 days end-of-month by express clause), the contractual late-payment penalty rate, and the mandatory flat €40 recovery indemnity (indemnité forfaitaire de recouvrement).
- Draft the intellectual property clause (copyright assignment or licence under art. L131-3 CPI) and the confidentiality clause (clause de confidentialité), specifying the scope and duration of each obligation.
- Include termination conditions — notice period, treatment of amounts already due, and return of materials — then have both parties date and sign the agreement (handwritten or electronic signature).
Good to know
- Without a written, precise IP assignment clause, copyright in every deliverable stays with the supplier. The client cannot freely exploit, modify or sub-license the report or training material — even after paying in full (Code de la propriété intellectuelle, art. L131-3).
- Exceeding the 60-day cap (or 45 days end-of-month) exposes the party that set or agreed to the unlawful terms to administrative fines of up to €75,000 for an individual and €2,000,000 for a legal entity under art. L441-16 of the Code de commerce.
- A vague scope description is the leading cause of disputes. Precisely describing deliverables and acceptance criteria prevents arguments about whether work is 'done or not done' and safeguards payment of the final balance.
Frequently asked questions
What is the maximum payment term allowed in a French B2B fee agreement in 2026?
Under Article L441-10 of the Code de commerce, the agreed payment period between businesses cannot exceed 60 days from the invoice issue date. Parties may alternatively agree in writing to a 45-days-end-of-month term. If the contract is silent, the statutory default is 30 days after receipt. Breaching these caps exposes the offending party to administrative sanctions — fines of up to €75,000 for an individual and €2,000,000 for a legal entity (art. L441-16).
Fixed-fee, time-and-materials, or day-rate: which billing model fits my engagement?
A fixed fee (forfait) suits assignments with a clearly defined deliverable and scope — the price is locked regardless of hours spent. Time-and-materials (régie) works for open-ended or evolving mandates billed on actual time recorded. A day-rate (TJM — tarif journalier moyen) applies to an estimated number of days. The agreement must state the chosen model, the amount excl. VAT (HT), the applicable VAT rate, and any revision conditions.
Who legally owns the deliverables from a consulting or training assignment in France?
Unless a written assignment clause exists, French copyright law (droit d'auteur) leaves all intellectual property rights with the supplier. To transfer ownership of a report, study, or training material to the client, the agreement must include an IP assignment clause (cession de droits) specifying which rights are assigned, their scope, intended use, territory, and duration — in line with Article L131-3 of the Code de la propriété intellectuelle (CPI).
What late-payment penalties apply automatically between businesses in France?
Penalties are due automatically the day after the contractual due date, with no formal demand required. Where no rate is set in the contract, the applicable rate is the European Central Bank's reference rate plus 10 percentage points. Any contractually agreed rate must be at least three times the statutory interest rate (art. L441-10 II, Code de commerce). A flat €40 recovery indemnity (indemnité forfaitaire de recouvrement) is also due automatically and must be stated in both the contract and every invoice.
Does French VAT apply to consulting and training fees?
Consulting and research services are taxed at standard-rate VAT of 20%. Continuing professional training (formation professionnelle continue) may be VAT-exempt if the supplier holds a valid training-provider registration number (numéro de déclaration d'activité, art. L6351-1 Code du travail) and the training falls within art. 261-4-4° of the Code général des impôts (CGI). Registered training providers must also issue clients an annual tax certificate (attestation fiscale, art. L6352-11 Code du travail) — this certificate is drawn up by the provider itself, not by the DREETS. The agreement should state whether prices are HT (excl. VAT) or TTC (incl. VAT).
Does the agreement need to be formally written and signed?
A written document is not legally required for the contract to be valid under French law — but it is strongly recommended as proof of the agreed scope, price, and deadlines. Signature by both parties (handwritten or electronic) evidences the mutual consent required by Article 1128 of the Code civil. Without a signed document, proving the agreed terms in a dispute becomes significantly harder and the risk of non-payment or IP disputes rises sharply.
Official sources
Updated on 2026-06-27
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