🎯 Consulting Agreement Template — Free Template

A consulting agreement for advisors providing strategic guidance, expertise, or specialized services.

Who needs this

Independent consultants, advisors, and subject-matter experts.

What it covers

• Consulting scope & deliverables
• Compensation (hourly/retainer/project)
• Expense reimbursement
• Confidentiality & IP
• Independent status

Template clauses

1. Engagement

The Client hereby engages the Consultant to provide consulting services as described in this Agreement. The Consultant accepts the engagement and agrees to perform the services using their best professional judgment.

2. Scope of Services

The Consultant shall provide the following advisory and consulting services: {{scope_of_consulting}}. The Consultant shall determine the methods and means of performing the services. Any expansion of scope shall be documented in a written addendum.

3. Compensation

The Client shall compensate the Consultant at {{rate}}. Invoices shall be issued {{billing_schedule}} and are payable within {{payment_due_days}} days. The late-payment interest rate that applies to past-due amounts is: {{late_interest_rate}}.

4. Expenses

Expense reimbursement is governed by the following agreed policy: {{expense_policy}}. Any reimbursable expenses shall be documented as required by that policy.

5. Independent Contractor

The Consultant is an independent contractor and not an employee of the Client. The Consultant is responsible for all taxes, insurance, and benefits. The Consultant has the right to provide services to other clients, provided such services do not conflict with this Agreement.

6. Confidentiality

The Consultant shall maintain in strict confidence all non-public information of the Client. This obligation shall survive termination indefinitely with respect to trade secrets and for {{confidentiality_survival_years}} years for other confidential information.

7. Intellectual Property

The Consultant retains ownership of pre-existing methodologies, frameworks, tools, templates, code, and general knowledge ("Background IP"). {{#when ip_ownership_model=client_owns}}Upon full payment, the Consultant assigns to the Client all right, title, and interest in custom work product specifically created for the Client under this Agreement.{{/when}}{{#when ip_ownership_model=provider_owns_license}}The Consultant retains ownership of custom work product and, upon full payment, grants the Client a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and distribute that work product for the Client's business purposes.{{/when}} To the extent Background IP is embedded in the work product, the Consultant grants the Client a perpetual, worldwide, royalty-free license to use that Background IP as part of the work product.

8. Term & Termination

This Agreement shall commence on the Effective Date and continue for {{term_length}}, unless the services are completed earlier or either party terminates with {{termination_notice_days}} days' written notice. Upon termination, the Client shall pay all fees and expenses through the termination date.

9. Limitation of Liability

The Consultant's total liability shall not exceed {{liability_cap}}. The Consultant provides advice and recommendations; final business decisions are the Client's responsibility.

10. Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of {{governing_law}}. {{#when dispute_method=court}}Any dispute shall be resolved in the courts located in {{dispute_forum}}.{{/when}}{{#when dispute_method=arbitration}}Any dispute shall be resolved by binding arbitration in {{dispute_forum}}.{{/when}}

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date written above.

[PARTY A NAME]
Signature: __________________________
Date: ______________

[PARTY B NAME]
Signature: __________________________
Date: ______________

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