Consulting agreement

For advisory and professional services on a monthly retainer or an hourly rate. Fill in the engagement and the fee, send one link, and the consultant completes their details and signs.

A contract between a client and a consultant for advisory or professional services paid by retainer or by the hour. It fixes the scope, the fee and how hours are tracked, expenses, who owns the work, confidentiality, a promise not to poach the client’s customers, and how the engagement ends.

Sign in to use this template · Set the few terms only you can, reword anything, and send it to be filled in and signed. The people you send to never need an account.

What it covers

When to use it

What it does not do

Signing, witnesses and delivery

The agreement

Consulting Agreement

This Consulting Agreement (the "Agreement") is made as of [Start date] (the "Effective Date") between [Client (your company)] ("Client") and [Consultant (person or firm)], with an address at [Consultant address] ("Consultant"). Client wishes to obtain, and Consultant wishes to provide, the consulting services described below on the terms of this Agreement. Client and Consultant are each a "Party" and together the "Parties".

1. Engagement

Consultant shall provide the following services and deliverables to Client (the "Services" and the "Deliverables"): [Services and expected deliverables]. Consultant shall perform the Services with the skill and care of an experienced professional in Consultant’s field, and shall devote the time reasonably necessary to perform them well. Client’s point of contact for the engagement is [Client point of contact (name and title)], who may give Consultant instructions about priorities and objectives but not about the manner or means by which Consultant performs the Services. Changes to the scope of the Services shall be agreed in writing, together with any change to the fees.

2. Compensation

Client shall compensate Consultant on the following basis: [Fee structure], in the amount of [Retainer amount or hourly rate]. If the fee structure is a monthly retainer, the retainer is payable in advance on the first day of each month, includes up to [Hours included in each monthly retainer (or 0 if hourly)] hours of Services in that month, and hours not used in a month do not carry forward. Hours in excess of those included in the retainer, and all hours if the fee structure is hourly, are billed at [Rate for additional hours] per hour in increments of one quarter hour.

Consultant shall keep contemporaneous records of time spent and shall provide a summary with each invoice. Consultant shall invoice Client monthly for hourly fees, additional hours and expenses. Each invoice is due within [Payment due (days after invoice)] days after receipt. Amounts not paid when due bear interest at one percent (1%) per month, or the highest rate permitted by law if lower, and Consultant may suspend Services on ten (10) days’ written notice while an undisputed invoice remains unpaid.

3. Expenses

Client shall reimburse Consultant for reasonable, documented out-of-pocket expenses incurred in performing the Services, including travel at coach fare and standard lodging, provided that expenses exceeding [Monthly expense cap without prior approval] in any month require Client’s prior written approval. Consultant shall submit receipts with the invoice for the month in which the expense was incurred. Consultant is responsible for all other costs of Consultant’s business, including equipment, software, office space, insurance and staff.

4. Ownership of Deliverables

Upon payment of the fees attributable to a Deliverable, Consultant assigns to Client all right, title and interest, including all intellectual property rights, in that Deliverable and in any work product prepared specifically for Client in performing the Services. Consultant shall sign any further document Client reasonably requests to confirm that ownership.

Consultant retains ownership of its methodologies, frameworks, templates, tools, know-how and materials developed before or independently of this Agreement, and of general knowledge and skills acquired in performing the Services ("Consultant Materials"). To the extent Consultant Materials are incorporated into a Deliverable, Consultant grants Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use them as part of that Deliverable for Client’s internal business purposes. Consultant may use Consultant Materials, and the general experience gained on the engagement, for other clients, provided Consultant does not disclose Client’s Confidential Information.

5. Independent Contractor; Conflicts

Consultant is an independent contractor and not an employee, partner or agent of Client. Consultant controls the manner and means of performing the Services, supplies its own tools and place of work, may provide services to others, and is solely responsible for its own taxes, insurance and any personnel it engages. Consultant and its personnel are not entitled to any employee benefit of Client. Consultant has no authority to bind Client and shall not represent otherwise. Consultant shall promptly disclose to Client any engagement or interest that presents an actual or reasonably foreseeable conflict of interest with the Services, and shall not use Client’s Confidential Information for the benefit of any other person.

6. Confidentiality

Consultant shall hold in confidence and not disclose or use, except to perform the Services, any non-public information of Client or its customers, suppliers or investors that Consultant learns in connection with this Agreement, including financial information, business plans, customer lists, pricing, personnel matters and the Deliverables ("Confidential Information"). Confidential Information does not include information that is or becomes public through no fault of Consultant, that Consultant knew before disclosure, or that Consultant independently develops without use of Client’s information. Consultant may disclose Confidential Information to the extent required by law after giving Client prompt notice and an opportunity to seek protection. This Section continues for three (3) years after this Agreement ends and, for trade secrets, for as long as they remain trade secrets. On termination or request, Consultant shall return or destroy all Confidential Information, retaining only what applicable professional rules require it to keep.

Notice under 18 U.S.C. §1833(b): An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a complaint or other document filed under seal in a lawsuit or other proceeding. Nothing in this Agreement prohibits Consultant from reporting possible violations of law to any governmental agency.

7. Non-Solicitation

During the term of this Agreement and for [Non-solicitation period after the engagement (months)] months after it ends, Consultant shall not, directly or indirectly, on its own behalf or for any other person: (a) solicit or accept business from any customer of Client with whom Consultant had contact, or about whom Consultant received Confidential Information, in the course of the Services, for products or services that compete with Client’s; or (b) solicit for employment or engagement any employee or contractor of Client with whom Consultant worked, except through general advertisements not targeted at Client’s personnel. Consultant acknowledges that this restriction is reasonable in scope and duration and is necessary to protect Client’s customer relationships and Confidential Information. This Section applies only to the extent enforceable under the law governing this Agreement and shall be enforced to the maximum extent that law permits.

8. Term and Termination

This Agreement begins on the Effective Date and continues for an initial term of [Initial term (months)] months, after which it renews month to month until terminated. Either Party may terminate this Agreement for convenience on [Termination notice (days)] days’ written notice, and either may terminate immediately on written notice if the other materially breaches this Agreement and fails to cure the breach within ten (10) days after written notice. On termination, Client shall pay for Services performed and approved expenses incurred through the termination date, Consultant shall refund any retainer paid for any period after the termination date on a prorated basis, and Consultant shall deliver all Deliverables completed or in progress. Sections 4 through 7 and 9 through 11 survive termination.

9. Warranties; Limitation of Liability

Consultant warrants that it will perform the Services in a professional manner, that the Deliverables will be its original work except for identified third-party material, and that it has the right to enter into this Agreement. Consultant does not guarantee any particular business outcome, and Client remains responsible for its own decisions. Except for breaches of Sections 6 and 7 and a Party’s gross negligence or willful misconduct, neither Party is liable to the other for indirect, incidental, consequential or punitive damages or lost profits, and each Party’s total liability under this Agreement is limited to the fees paid or payable under it in the twelve (12) months before the claim arose.

10. Governing Law; Disputes

This Agreement is governed by the laws of the State of [Governing law (state)], without regard to its conflict of laws rules. The Parties shall attempt in good faith to resolve any dispute through discussion between principals for at least fifteen (15) days before filing suit, except that either Party may seek injunctive relief at any time to protect Confidential Information. Any action shall be brought in the state or federal courts located in that state, and the prevailing Party is entitled to recover its reasonable attorney fees and costs.

11. General

This Agreement is the entire agreement between the Parties about its subject and supersedes all prior proposals and understandings. It may be amended only in a writing signed by both Parties. Consultant may not assign this Agreement or subcontract the Services without Client’s written consent; Client may assign it to a successor to its business. If any provision is held unenforceable, it shall be enforced to the maximum extent permitted and the remainder shall continue in effect. Notices shall be in writing and delivered to the email addresses in the execution record or to the addresses above. This Agreement may be signed electronically and in counterparts, each of which is an original and all of which together are one instrument, and the electronic execution record, timestamps and document fingerprints kept by the signing platform are conclusive evidence of its execution.

Signatures

Client · Consultant

Consulting Agreement FAQ

Should I pay a retainer or by the hour?

A retainer buys availability and a set block of hours each month, paid in advance, and suits ongoing advisory roles where the client wants the consultant on call. Hourly billing suits variable, project-shaped work where the client wants to pay only for time used. This agreement supports either; if you choose a retainer, set the hours it includes and the rate for additional hours so that neither side is surprised.

What happens to unused retainer hours?

Under this agreement, retainer hours expire at the end of each month and do not roll over, which is the usual arrangement because the retainer is paying for availability. If you would rather allow rollover, say so in the engagement description. Any retainer paid in advance for a period after termination is refunded on a prorated basis.

Who owns the consultant’s deliverables?

The client owns the reports, plans, analyses and other deliverables created specifically for it once they are paid for. The consultant keeps their frameworks, templates, methodologies and pre-existing materials and licenses them to the client to the extent they are embedded in the deliverables, so the consultant can keep using them with other clients.

Is the non-solicitation clause enforceable?

In most states, a promise not to solicit the client’s customers or employees for a reasonable period after the engagement is enforceable when it protects a legitimate interest such as customer relationships the consultant only met through the client. California treats customer non-solicits as void restraints on trade, and Minnesota, Oklahoma and North Dakota restrict post-engagement restraints generally. If your consultant is in one of those states, rely on the confidentiality clause and delete the non-solicit rather than include a clause a court will strike.

Can the consultant fill in the rate and their own details?

Yes. Leave the compensation fields, the consultant’s name, entity or address blank and they become fill-in fields the consultant completes when they open the link. You see their entries before you countersign. Consultants sending their own agreement usually fill in everything and leave only the client’s legal name and billing contact for the client.

Can the consultant work for my competitors?

The agreement does not make the consultant exclusive, but it requires the consultant to disclose any actual or potential conflict of interest and forbids using your confidential information for anyone else. If you need exclusivity, add it to the engagement description and expect to pay for it, and check state law on restraints before you do.

Related templates

This template is general information, not legal advice. Laws differ by state; review anything important with a lawyer.

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