Category: Services
Consulting Agreement
Engagement terms for an individual consultant or consulting firm.
When to use
Use when engaging an individual consultant or small consulting firm for a defined scope of work. Lighter-weight than an MSA + SOW when there is only one engagement.
Template body
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into as of {{effective_date}} by and between {{client_name}} ("Client") and {{consultant_name}} ("Consultant").
1. SERVICES
Consultant will provide the following services (the "Services"): {{services_description}}
2. TERM
This Agreement begins on the Effective Date and continues until {{end_date}}, unless earlier terminated as provided below. Either Party may terminate with {{termination_notice_days}} days' written notice.
3. FEES
Client will pay Consultant {{fee_amount}} {{fee_structure}}. Consultant will invoice {{invoice_cadence}}. Undisputed invoices are payable within {{payment_terms_days}} days. Pre-approved expenses are reimbursed at cost.
4. INDEPENDENT CONTRACTOR
Consultant is an independent contractor and not an employee of Client. Consultant is responsible for all taxes on fees received and is not entitled to employee benefits. Consultant may perform services for other clients so long as doing so does not conflict with obligations under this Agreement.
5. OWNERSHIP OF WORK PRODUCT
Upon full payment of the associated fees, Consultant assigns to Client all right, title, and interest in all deliverables created specifically for Client under this Agreement. Consultant retains rights to general methodologies, know-how, and pre-existing materials used in creating deliverables.
6. CONFIDENTIALITY
Consultant shall hold Client's Confidential Information in strict confidence, use it only to provide the Services, and not disclose it except to persons with a need to know who are bound by confidentiality obligations. This obligation survives for three (3) years after termination.
7. NON-SOLICITATION
During the Term and for twelve (12) months after termination, Consultant shall not directly solicit Client's employees or customers for a competing business.
8. LIMITATION OF LIABILITY
Consultant's total liability under this Agreement is limited to the fees paid by Client in the six (6) months preceding the claim. Neither Party is liable for indirect or consequential damages.
9. GOVERNING LAW
This Agreement is governed by the laws of {{governing_law_state}}.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
CLIENT CONSULTANT
{{client_name}} {{consultant_name}}
Name: ________________________ Name: ________________________
Title: _______________________ Title: _______________________
Date: ________________________ Date: ________________________
Customizable fields (11)
{{client_name}} — Client name (text)
{{consultant_name}} — Consultant name (text)
{{effective_date}} — Effective date (date)
{{end_date}} — End date (date)
{{services_description}} — Services description (text)
{{fee_amount}} — Fee amount (text)
{{fee_structure}} — Fee structure (e.g. 'per month', 'per project') (text)
{{invoice_cadence}} — Invoice cadence (text)
{{payment_terms_days}} — Payment terms (days) (number)
{{termination_notice_days}} — Termination notice (days) (number)
{{governing_law_state}} — Governing law (state) (text)