Across CTDC’s consultancy practice in the development, humanitarian, and human rights sectors, we review dozens of tenders and contracts every year. Many come wrapped in the language of partnership, justice, care, and localisation. Yet, as we have learned repeatedly, the contractual terms often reveal a far more accurate picture of an organisation’s governance structure than its public values do.
In our work supporting institutions on safeguarding, governance, organisational culture, feminist MEAL, and ethical labour practices, one pattern has become clear:
contracts are governance documents.
They show how an institution understands power, how it distributes risk, how it values labour and knowledge, and how it treats those with less institutional protection. They illuminate not just what the organisation says, but how it behaves.
This reflection draws on CTDC’s consulting experience and offers insight into how contracts function as early indicators of institutional culture — and why consultants and boutique firms must approach them with strategic care.
📘 1. Intellectual Property: When Knowledge Protection Becomes Knowledge Extraction
In CTDC’s practice, intellectual property (IP) is central to our work. Our frameworks, models, and methodologies have been developed across years of feminist, decolonial, and participatory research and consultancy.
Yet we frequently encounter contracts that demand:
- full transfer of all IP
- ownership over tools created long before the contract
- unrestricted reuse without attribution
Such demands shift a relationship from partnership to extraction.
Across our consulting portfolio, we have seen that organisations with extractive IP clauses often struggle with broader issues of power, knowledge ownership, and ethical collaboration. Contracts reveal the underlying governance question:
Does this institution value knowledge, or does it seek to appropriate it?
⚖️ 2. Liability: When Risk Is Displaced Downwards
A recurring pattern in CTDC’s experience is contracts that impose disproportionate liability on consultants while shielding institutions from responsibility. These include:
- unlimited liability clauses
- responsibility for data breaches outside the consultant’s control
- broad “consequential loss” provisions
For large organisations, these terms function primarily as protection.
For individuals and small firms, they can be existential threats.
Through our governance advisory work, we’ve seen that institutions relying heavily on downward risk transfer often replicate hierarchical and centralised decision-making across their systems. Contracts become a symptom of broader power asymmetries.
A key strategic question we use internally:
Does the contract distribute risk fairly, or does it treat consultants as buffers for institutional liability?
🧩 3. Hidden Labour: When Scope Creeps Through Legal Language
In our consultancy practice, we have repeatedly observed contracts that include clauses obliging consultants to undertake “any activity reasonably required” to complete the assignment — usually without additional remuneration.
This normalises:
- unpaid labour
- emotional labour
- unplanned tasks
- expanded scope framed as compliance
From an organisational culture perspective, such clauses reflect environments where labour is undervalued and boundaries are blurred. Institutions that rely on this model often replicate similar expectations internally with staff — a pattern we see frequently in our organisational assessments.
The key reflective question becomes:
Does this contract support sustainable, high-quality work, or does it implicitly rely on invisible labour?
🏛️ 4. Organisational Culture Written in Legal Form
In CTDC’s research on organisational governance and our safeguarding assessments, we have found that contracts often provide the earliest — and clearest — indicator of institutional culture.
Terms such as:
- unilateral power to alter scope
- termination on short notice
- high surveillance requirements
- extensive audit rights without reciprocal accountability
are consistent with organisations that centralise authority, prioritise risk aversion, and undervalue relational accountability.
In other words:
the contract is the culture.
Institutions that claim feminist or justice-based values but issue controlling or extractive contracts reveal an internal misalignment that often surfaces later in project delivery, team dynamics, and decision-making.
🧭 5. A Framework CTDC Uses When Deciding Whether to Apply
From our consulting practice, we have developed internal reflection points to guide decisions on whether to engage with a tender or contract. These questions have been shaped by a decade of working with international organisations, UN agencies, and feminist movements:
A. Does the contractual environment reflect fairness and collaboration?
If not, the working environment will likely mirror these dynamics.
B. Are IP and liability clauses equitable?
These clauses show how the organisation understands power and responsibility.
C. Is the scope clearly defined?
Ambiguity at contracting stage frequently leads to burnout later.
D. Does the institution demonstrate respect for consultant autonomy and expertise?
Surveillance-heavy contracts often signal micro-management cultures.
E. Will the contract support long-term sustainability — or deplete capacity?
Strategic growth requires choosing engagements that align with values, not those that erode them.
🚪 6. Walking Away as a Governance Decision
From CTDC’s experience, declining to apply is not merely a business choice — it is a governance choice. It is a practice of protecting:
- intellectual legacy
- emotional and relational capacity
- organisational wellbeing
- staff safety and sustainability
- commitment to justice-based, ethical practice
Walking away is often an act of alignment.
Contracts set the tone for what the relationship will be: extractive or collaborative, hierarchical or respectful, transactional or relational.
When the tone is incongruent with one’s principles, declining is not reluctance — it is integrity.
🌱 Closing Reflection
Across CTDC’s work on governance, safeguarding, organisational culture, and feminist MEAL, one observation remains constant:
values are not what institutions say — they are what institutions contract.
Contracts expose the underlying power structures, distribution of accountability, and expectations around labour, agency, and intellectual contribution. They are, in many ways, the organisation’s first act of governance.
Strategic decision-making therefore begins not with the assignment itself, but with the environment in which that assignment is expected to exist.
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