Consulting agreement template

Consulting agreement

Starting text for counsel. Replace every bracket. Do not ask anyone to sign until a lawyer has adapted this text to the parties and to the law that will govern it.

This consulting agreement is made on [Effective date] between [Consultant legal name], of [Consultant address] ("Consultant"), and [Client legal name], of [Client address] ("Client"). The Consultant will give advice. The Client decides what to do with it.

1. The advice

The Consultant will answer [Question] and will deliver the answer as [Deliverable form], such as a memo, a workshop, or a set of recommendations. The Consultant does not promise a revenue figure, a market result, or that the Client will adopt the advice. The work is advice, not a guarantee of an outcome. The engagement runs from [Start date] to [End date] unless it ends earlier under this text.

2. Independence

The Consultant chooses the method, the hours, and the people on the Consultant's side, and uses the Consultant's own expertise. The Consultant is not an employee of the Client, is not entitled to employee benefits, and handles their own taxes. The Client does not set a daily timetable. Counsel checks whether the real relationship matches this sentence, because a label alone does not decide status.

3. Facts from the Client

The advice depends on facts, data, and access the Client provides by [Materials date]. The Client is responsible for the accuracy of those facts. The Consultant may rely on them and does not have to verify the Client's accounts or its technical systems unless [Audit scope] says a check is part of the question. If a fact changes, the Client tells the Consultant. The advice is only as current as the facts given.

4. Other clients

The Consultant may advise other clients, including clients in the same market, except for the conflicts listed at [Conflicts]. Where a conflict needs consent, the Consultant asks before starting that other assignment. The Consultant does not use the Client's non-public information for another client. General skill and experience stay with the Consultant.

5. Who may rely on the advice

The advice is for the Client only. No other person may rely on it unless counsel names that person at [Reliance]. The Consultant's total liability arising out of the advice is capped at [Liability cap], except for a liability the governing law does not allow the parties to cap, and except for misuse of confidential information. Counsel writes a real cap. The Consultant is not the Client's insurer.

6. Fees and ending

The Client pays [Fee] in [Currency], invoiced [Invoice timing], and pays within [Payment days] days. Either party may end the engagement with [Notice days] days of written notice, or sooner if the other party does not fix a material breach within [Cure days] days after notice. The Client pays for advice properly given up to the end date. The laws of [Governing law] govern this text. The parties name the courts of [Courts].

7. Meetings and expenses

The fee includes [Meetings] meetings or workshops. A meeting the Client cancels with less than [Cancel notice] of notice still counts, unless the Consultant can refill that time. Travel and other out-of-pocket costs are included only if [Expenses] says so. Otherwise the Client approves a cost in writing before the Consultant spends it. The Consultant does not hold the Client's money. Advice is delivered by [Delivery timing]. A delay caused by late facts from the Client moves that date by at least the length of the delay.

8. What stays private

The Consultant keeps the Client's non-public facts private and does not use them for another client. The duty lasts [Confidentiality period] after the engagement ends. The Consultant may keep working papers for [Record period] as a record of what was advised, and those papers stay subject to this duty. The Client may not publish the advice under the Consultant's name unless [Publication] allows it. A disclosure that a court or an authority requires is allowed, with notice when the law allows notice.

9. Who owns the memo

On full payment, the Client receives [Ownership grant] in the final memo or slides created for this engagement. The Consultant keeps its methods, checklists, and preexisting models, listed at [Preexisting tools], and the Client may use them only as they appear inside the advice. The Client does not receive a right to resell the advice as a template for others. Draft notes that are not the final deliverable stay with the Consultant unless [Drafts] says the Client is buying those notes. The Consultant may name the Client in a client list only if [Name use] allows it. A further round of advice after the end date needs a short extension that both parties sign.

Signatures

Consultant

Name: [Consultant signatory name]

Title: [Consultant signatory title]

Signature: ______________________________

Date: [Consultant signature date]

Client

Name: [Client signatory name]

Title: [Client signatory title]

Signature: ______________________________

Date: [Client signature date]