Key Person Clause
Also called: Key Man Clause · Named Individual Clause
A key person clause protects a client's interest in having a specific named individual — not just "someone from the agency" — actually perform the work, and gives the client rights (approval over replacement, or termination) if that person leaves the engagement. It matters most where the client's relationship is really with a person, not just a firm.
In more detail
In professional services, consulting, and agency relationships, clients frequently choose a provider because of a specific person's expertise or relationship — a key person clause makes that expectation contractually enforceable rather than just an informal assumption.
Typical protections include a right to approve any proposed replacement, a right to be notified in advance if the named individual is being reassigned, and sometimes a right to terminate or renegotiate if the key person leaves the engagement or the firm entirely.
From the provider's side, an overly rigid key person clause can create real operational risk — if that individual becomes unavailable for any reason (illness, resignation), the provider may face contractual consequences beyond their control.
A company engages a consulting firm specifically because of one senior consultant's expertise. A key person clause requires the firm to obtain the client's approval before reassigning that consultant to other work, and gives the client a right to terminate if the consultant leaves the firm during the engagement.
What our lawyers check
- Whether the named individual is specified clearly, not just implied
- What rights the client has if the key person becomes unavailable
- Whether replacement requires approval, or just notification
- Whether the clause is realistic given the provider's actual staffing flexibility
Contracts where this clause matters
Related terms
This definition is general information about commercial contracting practice, not legal advice. How a clause operates depends on the specific wording of your agreement and the law that governs it. For advice on your contract, have it reviewed by a lawyer.
All glossary terms