How to Lock Down a Fundraising Consultant’s Scope: The Contract Language That Protects Your Cash and Cap Table

Start with a Clear Mandate: Define Exactly What the Consultant Will and Won’t Do

Vague language like “help with fundraising” is how disputes, surprise bills, and regulatory headaches start. A well-drafted scope converts marketing promises into measurable deliverables and clear limits: it protects your cash, your cap table, and your relationships with investors. A lawyer’s job at this stage is to translate a consultant’s sales pitch into contract language you can enforce and verify.

Scope elements every funding-consultant contract should state (and a lawyer will sharpen)

• Type of capital: specify whether the consultant will work only on equity, SAFEs, convertible notes, debt, grants, or a defined subset. Different instruments carry different legal and finder risks.
• Stage and target investors: name the investor categories (angel syndicates, seed funds, institutional VC, family offices, strategic partners) and, where helpful, attach a short target list (as an Exhibit).
• Activities and deliverables: list concrete tasks (e.g., up to X pitch-deck revisions, a data-room checklist, investor research for Y targets, up to Z warm introductions, meeting prep and attendance at N investor calls per month).
• Documentation standard: require written evidence for introductions (copy of the introduction email, date, investor contact, and any replies). Fee entitlement should be tied to that documentation.
• Explicit prohibitions: state that the consultant has no authority to bind the company, make offers, sign term sheets, or appear to be a registered broker on the company’s behalf.
• Prior relationships and exclusions: attach the company’s prior investor pipeline (as an Exhibit) to exclude pre-existing contacts from any fee claims.

Sample scope clause (short, practical)

1. Scope of Services.
Consultant will provide the following services to Company during the Term ("Services"): (a) research and target up to 30 prospective investors focused on SaaS/enterprise software; (b) prepare up to 3 iterations of the pitch deck and a data-room checklist; (c) make written warm introductions to Investors where Consultant has a pre-existing relationship, limited to 20 introductions during the Term; (d) provide meeting preparation and attend up to 5 investor calls per month at the Company's request.

2. Definitions and Evidence.
A "Warm Introduction" means a written communication from Consultant to an Investor that (i) identifies the Company, (ii) discloses Consultant's pre-existing relationship to the Investor, and (iii) includes Company and Consultant contact details. Consultant must deliver copies of each introduction and any investor responses within five (5) business days.

3. Excluded Authority.
Consultant shall not (and shall not represent that it may) enter into negotiations or sign term sheets, make binding offers, or bind the Company in any way. All binding agreements require execution by Company's authorized representatives.

4. Prior Contacts.
Investor contacts listed in Exhibit A (Company's prior pipeline) are excluded from any fee entitlement.

What each part accomplishes:

• Scope of Services converts generic promises into measurable outputs (number of introductions, deck revisions, calls). That makes it easy to decide whether the consultant delivered value.
• Definitions and Evidence set the documentary standard for fee eligibility. If a success fee is payable only for investor introductions, the company should require the exact email that created the connection.
• Excluded Authority prevents the consultant from creating apparent agency or from performing activities that increase broker/finder risk.
• Prior Contacts eliminates tail claims: if an investor was already in your pipeline, the consultant shouldn't later claim credit.

Mini-example: turning “open doors to top-tier VCs” into measurable obligations

Marketing: "I will open doors to top-tier VCs." Contract (bad): "Consultant will assist with fundraising." Result: impossible to enforce — consultant can point to vague activity and claim fees.

Contract (good): "Consultant will use commercially reasonable efforts to introduce the Company to the senior partner or most relevant investment partner at the firms listed in Exhibit B. A qualifying introduction requires a written email from Consultant to the partner that: (i) identifies the Company; (ii) discloses Consultant's relationship to the partner; and (iii) invites the partner to review the Company's materials. Only qualifying introductions that result in an executed investment within 12 months of the introduction are eligible for success fees."

This changes a marketing promise into a checklist: who (which person), how (written email), how many (defined target list or cap), and when (time window for fee eligibility).

Practical drafting tips you can use now

• Insist on exhibits: attach Exhibit A (prior investor list) and Exhibit B (target investor list) so exclusions and targets are objective.
• Define a qualifying introduction in plain terms; require contemporaneous evidence (the introduction email and any inbound investor reply).
• Limit the number of fee-eligible introductions and cap the consultants’ entitlement to specific rounds/types of capital.
• Spell out communications protocol: route investor communications through a company email alias and copy a designated founder or counsel to create an audit trail.
• Keep authority narrow: no signing, no binding commitments, and an explicit covenant not to represent the consultant as a broker unless they are registered and disclose that fact.

What to prepare for your lawyer

• A one-page summary of what the consultant says they’ll do.
• Any draft proposal or email from the consultant.
• Your prior investor/pipeline list to use as Exhibit A.
• A short target list of investors you want the consultant to approach (Exhibit B).
• Examples of the consultant’s claimed relationships (so counsel can assess finder/broker risk).

For more on adapting general service-agreement scope principles to fundraising work, see Promise Legal’s vendor/service agreement guide: Vendors & contract agreements for startups, and consult our targeted checklist for consultant relationships: The Consultant's Legal Checklist.

Precise scope is the single best lever to reduce disputes, limit regulatory exposure, and ensure you only pay for demonstrated introductions and tangible deliverables. Use the sample clause and checklist items above as the starting point for negotiations — then have counsel convert them into a binding clause set tailored to your raise and jurisdiction.