Free Consulting Agreement Template
A consulting agreement for advisory or professional services with scope, fees, expenses, IP, confidentiality, non-solicit, liability cap and termination.
A consulting agreement sets the terms for an independent consultant providing advice or professional services: scope, fees and expenses, ownership of work, confidentiality and termination. It should protect the consultant's methods and know-how and cap liability in proportion to the fees.
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CONSULTING AGREEMENT
This Agreement is made on [DATE] between [CLIENT LEGAL NAME], [ADDRESS] ("Client"), and [CONSULTANT NAME / FIRM], [ADDRESS] ("Consultant").
1. SERVICES. Consultant will provide the consulting services described in Exhibit A ("Services"), which may be updated by written agreement. Consultant will use its professional judgment in performing the Services.
2. FEES. Client will pay [$[RATE] per hour / $[RATE] per day / a monthly retainer of $[AMOUNT] covering up to [NUMBER] hours / a fixed fee of $[AMOUNT]]. Additional work beyond any retainer is billed at $[RATE] per hour with prior approval.
3. EXPENSES. Client will reimburse reasonable, pre-approved travel and other expenses at cost, with receipts.
4. INVOICES AND PAYMENT. Consultant will invoice [monthly], with a summary of time or deliverables. Client will pay within [30] days. Late amounts accrue interest at [1]% per month or the maximum allowed by law, if lower.
5. INDEPENDENT CONTRACTOR. Consultant is an independent contractor, controls how, when and where the Services are performed, provides its own equipment, may work for other clients, and is responsible for its own taxes and insurance.
6. DELIVERABLES AND IP. On full payment, Consultant assigns to Client all rights in reports and deliverables created specifically for Client ("Deliverables"). Consultant retains its methodologies, frameworks, templates, tools and general know-how, including improvements not specific to Client ("Consultant IP"), and grants Client a non-exclusive, perpetual licence to use Consultant IP included in the Deliverables for its internal purposes.
7. CONFIDENTIALITY. Consultant will keep Client's non-public information confidential during and for [3] years after this Agreement, with standard exclusions, and return or delete it on request. Client will keep Consultant's non-public methods and pricing confidential.
8. NO CONFLICT; OTHER CLIENTS. Consultant may provide services to others, including in Client's industry, provided it does not use Client's confidential information. [Consultant will disclose any engagement with [NAMED DIRECT COMPETITORS] during the term.]
9. RELIANCE AND LIMITATIONS. The Services are advisory. Client is responsible for its decisions and for implementing any advice. Consultant does not provide legal, tax or accounting advice unless expressly stated.
10. WARRANTIES. Consultant will perform the Services professionally and in line with industry standards. Consultant does not guarantee specific business results.
11. INDEMNITY. Each party will indemnify the other against third-party claims caused by its gross negligence, willful misconduct or breach of confidentiality.
12. LIMITATION OF LIABILITY. Except for breach of confidentiality and gross negligence or willful misconduct, neither party is liable for indirect or consequential damages, and Consultant's total liability is limited to the fees paid in the [6/12] months before the claim.
13. NON-SOLICITATION [OPTIONAL]. During and for [12] months after this Agreement, neither party will solicit the other's employees with whom it worked, excluding general job postings.
14. TERM AND TERMINATION. This Agreement starts on [DATE] and continues until [DATE / completion / terminated]. Either party may terminate on [30] days' written notice, or immediately for material breach not cured within [10] days. Client will pay for Services performed through termination.
15. GOVERNING LAW. This Agreement is governed by the laws of [STATE].
GENERAL PROVISIONS
(a) Notices. Notices must be in writing and sent to the addresses or emails above (or as later updated by notice). Email notice is effective when sent, unless the sender receives a delivery failure message.
(b) Entire agreement. This agreement, with any schedules and exhibits, is the entire agreement between the parties on its subject and replaces all prior discussions and agreements on that subject.
(c) Amendments and waivers. Changes must be in writing and signed by both parties. A failure or delay in enforcing any term is not a waiver of it.
(d) Severability. If any provision is found unenforceable, it will be limited to the minimum extent necessary and the rest of this agreement will remain in effect.
(e) Assignment. Neither party may assign this agreement without the other party's written consent, except to a successor in a merger or sale of substantially all of its business, on notice.
(f) Relationship. Nothing in this agreement creates a partnership, joint venture or agency relationship unless expressly stated.
(g) Counterparts and electronic signatures. This agreement may be signed in counterparts and by electronic signature, each of which is an original and together form one agreement.
(h) Independent advice. Each party has had the opportunity to review this agreement with its own legal counsel and signs it voluntarily.
CLIENT: _______________________ Name/Title: ______________ Date: __________
CONSULTANT: ___________________ Date: __________
EXHIBIT A: Services, deliverables and schedule
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This free template is provided by ClauseAudit for general informational purposes and is not legal advice. Have it reviewed before use. Replace all [BRACKETED] placeholders.When to use this template
- Engaging a consultant, adviser or fractional executive.
- A consultant taking on a new client.
- Ongoing advisory work on a retainer.
How to fill it in
- Describe services in Exhibit A.
- Choose the fee model and expense rules.
- Keep consultant IP and know-how protected.
- Decide on conflict disclosure rather than a non-compete.
- Set a proportionate liability cap and notice period.
Key clauses to check
- Consultant IP
- Protects frameworks used across clients.
- Reliance
- Clarifies that the client makes its own decisions.
- Other clients
- Avoids an implied non-compete.
- Liability cap
- Keeps advisory risk proportionate.
- Classification
- Consultants must genuinely control their work.
Frequently asked questions
What is the difference between a consulting agreement and an employment contract?
A consultant is independent, controls how they work and can work for others; an employee is directed by the employer and receives employee protections.
Who owns a consultant's work?
Client-specific deliverables usually transfer to the client on payment; the consultant keeps their methods and know-how.
Should a consulting agreement include a non-compete?
Usually not. Confidentiality and conflict disclosure protect the client without stopping the consultant's business.
What should a consulting agreement include?
A consulting agreement should define the services and deliverables, fees and expenses, invoicing and payment terms, independent contractor status, ownership of work product, confidentiality, term and termination, liability limits and insurance. It may also cover non-solicitation and dispute resolution. Clear scope language prevents the engagement from growing into unpaid work and helps support contractor classification.
Can I write my own consulting agreement?
Yes. Many consultants draft their own or adapt a template, and that is generally fine for routine engagements. Be precise about scope, payment timing, who owns deliverables and pre-existing materials, and how either side can end the agreement. Avoid restrictive covenants your state may not enforce. For large contracts or regulated industries, an attorney review is a sensible investment.
Want to check if a contract is fair before you sign?
If someone sent you a freelance contract, don't guess. We flag risky clauses in plain English, tuned to your state, with a downloadable report and suggested-fix redline.
Read before you sign
- Consulting Agreement Red Flags: What to Check Before You Sign a Client EngagementConsulting contracts hide the same traps as freelance deals plus a few of their own: broad IP assignment, exclusivity dressed up as a non-compete, open-ended indemnity, and vague acceptance. Here is what to flag.
- My Freelance Contract Makes Me Liable for “Any Damages”. How Do I Cap It?A clause making you liable for any and all damages can expose a freelancer to losses far beyond the fee. Here is how to cap liability, exclude consequential damages and stay insurable.
- Is a 12-Month Non-Solicit in a Freelance Contract Enforceable?Freelance contracts often ban you from working with a client's customers or hiring its staff for a year. Here is when these clauses hold up and how to narrow them.
- My Retainer Has No Scope Limit. How Do I Stop Unlimited Work?A monthly retainer without a defined scope can turn into unlimited work for a fixed fee. Here is how to cap hours, define deliverables and charge for overages.
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This free template is general information, not legal advice, and is no substitute for a qualified attorney. Laws vary by state; have it reviewed by a lawyer before you use or sign it.