1. Consultant Duties of Loyalty to Client

• Conflicts between Clients – Taking on New Clients
• Preference in work output among your Clients
• True Test of Loyalty – The Distasteful Client

2. Conflict of Interest – Business Opportunities

• Disclosure of Business Opportunity
• Disclosure of Conflict of Interest
• Must you accept Client’s Resolution of Conflict?

1. 3. Consultant’s Duty  of Zeal in the Client’s Interest

• Best Advise regardless of Outcome
• Best Efforts regardless of Task/Obstacles
• Trust and Honor Client’s Final Decision-
• “Customer is Always Right”

4. Taking Stock or Options  in Clients

• Good – Extra Stake in Clients’ Success
• Bad – Loss of Independence
• Bad – Perception of Consultant’s 2^nd Agenda
• Good – Key economic benefit to each side
• Compensation “Thinking out of the box”

5. Ethics in Billing

• Stated Contract and Payment Terms
• Changes in terms – Fair Notice
• Success Fees – Prior Disclosure
• Fairness – Reasonable %  For True Value Added

6. Consultant’s Duties to Profession – To Your Own Integrity

• Illegal/Improper Client Activity – Zero tolerance
• When to Fire a Client? – Fraud
• Do Not compromise your Integrity
• If the facts not helpful – Resist Temptation to Deceit
• Dig deeper. Deal with Facts you have – “Work the problem people”

7. Client’s Duty to You, the Consultant

• Fair Dealings – “No free rides”
• Your Time is Limited and Valuable
• Security for Consultant payment
• Keeping Consultant Independence
• Cutting Your Losses – Strategic Termination – When? How?

8. Treating Clients Right Is Good Business

• Satisfied Clients – Best Marketing and Growth Tool
• Key Asset of Your Consulting Business
• Every Client is Important

Note: This outline was prepared based on Attorney Robert Adelson’s work as an attorney since 1977, and mainly experiences with his own clients over the last fifteen years, from 1986 through 2001.  To aid the discussion, Mr. Adelson uses actual client cases as illustration but all client confidentiality is maintained. In case examples, Mr. Adelson alters beyond recognition all client names, location, industries and amounts.

Background on Speaker / Panelist

These materials were prepared by Robert A. Adelson, Esq.

[Since 2004, Mr. Adelson has been a partner at Engel & Schultz LLP, 265 Franklin Street, Boston, MA  02110.  He can be reached at (617) 951-9980 or radelson@engelschultz.com ]

Mr. Adelson is a graduate of Boston University, Phi Beta Kappa, and Northwest University law School in Chicago where he was a member of the Law Review.  He has a LL.M. degree in Taxation from New York University and is a member of the Massachusetts, New York and U.S. Tax Court Bars.

Robert Adelson has been an attorney at law since 1977, specialized in corporate, taxation, finance, commercial and technology contracting law.  In those areas, he frequently represents startup and smaller companies in software, computer systems, multimedia, medical device, biotech and other technology-based fields.  He also represents executives and independent consultants in those fields in executive compensation and stockholder arrangements, in incorporation and liability protections, trademarks and intellectual property protections, and in vendor, client and subcontractor contracting arrangements.

As speaker and panelist, Mr. Adelson wishes to thank Dan Hermes of the Greater Boston Chapter of the Independent Computer Consultants Association, for the invitation to speak and participate with the panel, in the discussion of the topic “Ethics and the Consultant”, at the ICCA’s monthly meeting in Waltham, Massachusetts, on March 27, 2001.  The speaker also wishes to thank co-panelists, Bob Avallone and Tom Tyler, both prominent consultants and ICCA members and officers.

The purpose of these materials is to provide a rough outline of broad areas of ethical concern in conducting and managing a consulting business.  They are intended to add to the general lines of discussion – Morality in Business;  Conflicts of Interest; Building Client Trust; Commissions; Contracts and Promises.  It is hoped these materials will be informative and useful to those in attendance.  However, these materials are not legal advice and not intended as any substitute for professional advice or counsel in a particular case, whether by Mr. Adelson or another attorney or professional advisor.

(c) 2001 by Robert A. Adelson.  All rights reserved.