Section 1
Scope of Engagement
Advisory scope must be distinct from operational execution. Define deliverables as reports, recommendations, analyses — not implementation.
US (General)
Consulting Agreement
A professional starting-point template for advisory consulting engagements. Covers advisory scope, fee structure, expense reimbursement, IP ownership, and liability limitation. For consultants who advise — not implement.
Template is a starting point. The contract you're asked to sign may differ. Check your actual contract →
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Consulting Agreement
This Consulting Agreement ("Agreement") is entered into as of [DATE] ("Effective Date") by and between:
Client: [CLIENT NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [CLIENT ADDRESS] ("Client")
Consultant: [CONSULTANT NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [CONSULTANT ADDRESS] ("Consultant")
1. Scope of Engagement
Consultant shall provide advisory and consulting services as described in Exhibit A ("Services"). Services are advisory in nature and may include: - Strategic analysis and recommendations - Business process reviews - Market research and analysis - Operational assessments - Written reports and presentations
Excluded: Implementation, execution, coding, design production, or operational management unless separately agreed in writing.
2. Term
Start Date: [DATE] End Date: [DATE] or upon completion of Services per Exhibit A
Extension: By mutual written agreement.
3. Fees & Compensation
Fee Structure: [SELECT ONE] - Hourly: $[RATE]/hour - Daily: $[RATE]/day - Project-Based: $[TOTAL] per Exhibit A - Retainer: $[AMOUNT]/month for [HOURS] hours/month
Retainer Terms (if applicable): - Monthly cap: [HOURS] hours - Rollover: [USE-IT-OR-LOSE-IT / ROLLOVER UP TO [N] MONTHS] - Minimum commitment: [N] months
Invoicing: [MONTHLY / BI-WEEKLY / UPON MILESTONE] Payment Terms: Net 15 days from invoice receipt. Late Payment: 1.5%/month interest.
4. Expenses
Reimbursable Expenses: Pre-approved travel, lodging, meals, software licenses, subcontractor costs.
Pre-Approval Required: Expenses exceeding $[500] per item.
Expense Cap: Total reimbursable expenses not to exceed $[AMOUNT] without written approval.
Documentation: Receipts required for all expenses >$25.
5. Intellectual Property
Consultant's IP (Retained): Methodologies, frameworks, models, tools, templates, know-how, and pre-existing materials ("Consultant IP"). Consultant retains all rights.
Client's IP (Transferred): Deliverables created specifically for Client under this Agreement (reports, analyses, presentations, recommendations) — transferred upon full payment.
License: Client receives perpetual, non-exclusive, worldwide license to use Consultant IP solely as embedded in Deliverables.
6. Confidentiality & Data Protection
Confidential Information: Non-public business, technical, financial, customer data.
Obligations: - Use only for performing Services - Protect with reasonable care - No disclosure without consent (except legal requirement) - Return/destroy upon termination
Data Handling: Consultant shall comply with applicable privacy laws. No personal data processing without Client's written instructions.
Survival: 3 years post-termination (5 years for trade secrets).
7. Non-Solicitation
During Term and 12 months after, neither Party shall solicit/hire the other's personnel directly involved in the Engagement.
Scope: Only personnel Consultant directly worked with or Client personnel Consultant interacted with.
8. Limitation of Liability
CAP: Total liability limited to fees paid in 12 months preceding claim.
EXCLUDED: No indirect, consequential, special, punitive damages or lost profits.
CARVE-OUTS (Cap does not apply): - IP infringement - Confidentiality breach - Fraud / willful misconduct - Indemnification obligations
Insurance: Consultant maintains professional liability insurance $[1M] minimum.
9. Indemnification
Mutual indemnification for third-party claims arising from: - Consultant: negligence, IP infringement, breach of confidentiality - Client: use of Deliverables beyond scope, Client-provided materials
10. Termination
For Convenience: 15 days written notice.
For Cause: Immediate for material breach uncured after 10 days, insolvency.
Effect: Client pays for Services through termination date. Consultant delivers work-in-progress.
11. General
Governing Law: [STATE] Disputes: Negotiation → Mediation → Arbitration in [CITY, STATE] Independent Contractor: Consultant is not an employee. Assignment: Requires written consent. Entire Agreement: This Agreement + Exhibits.
Signatures
CLIENT By: ____ Date: __
CONSULTANT By: ____ Date: __
Exhibit A: Scope of Services
[DETAILED DESCRIPTION OF ADVISORY SERVICES, DELIVERABLES, TIMELINES]
Exhibit B: Fee Schedule
[DETAILED FEE STRUCTURE, MILESTONES, RATES]
Key Clauses — What to Watch
These clauses often contain terms that favor the other party. Review carefully before signing.
Section 3
Fee Structure
Choose: hourly, daily, project-based, or retainer. Retainers should define scope cap and rollover terms. Avoid open-ended time commitments.
Section 4
Expense Reimbursement
Pre-approval required for expenses >$[AMOUNT]. Travel, software, subcontractors — define what's reimbursable and caps.
Section 5
Intellectual Property
Consultant retains methodology/framework IP. Client owns deliverables. Critical distinction for repeatable consulting methodologies.
Section 6
Confidentiality & Data
Consultants often access sensitive data. Define data handling, return/destruction on termination, and survival period (3-5 years typical).
Section 8
Liability Cap
Cap at fees paid (12 months). Carve-outs for IP, confidentiality, fraud. Professional liability insurance requirement often expected.
Section 7
Non-Solicitation
Narrow: only personnel directly worked with. 12 months typical. Must be reasonable in geography and scope.
Did the client send you their own version instead?
This template is a starting point. The contract from the other party may have different terms — broader liability, weaker IP protection, unfavorable termination, or hidden fees.
Upload Client's Contract →Frequently Asked Questions
What's the difference between consulting and contracting?
Consulting = advisory, strategic, recommendations (reports, analyses). Contracting = execution, deliverables (code, designs, builds). This template is for advisory engagements where you advise but don't implement.
Should I use a retainer or project-based fee?
Retainer: predictable revenue, ongoing advisory relationship. Define monthly hour cap, rollover policy (use-it-or-lose-it vs. rollover), and termination notice. Project-based: fixed scope, fixed fee, clearer boundaries.
Who owns my consulting methodology?
You do. This template explicitly retains your methodologies, frameworks, tools, and know-how. Client only owns the specific deliverables (reports, presentations, analyses) created for them.
Do I need professional liability insurance?
Many clients require it ($1M+ typical). Even if not required, it's prudent for consultants. This template references insurance requirements in Section 9.
Modifying this template or signing a draft from the other party?
Don't sign blind. Workmatic checks important contract risks before you sign.
Upload Contract for AnalysisDisclaimer: Templates and analysis are provided for general informational purposes and do not constitute legal advice. Laws and requirements vary by jurisdiction. Consult a qualified attorney for your specific situation.