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Consulting Agreement
This Consulting Agreement is between the Client and the Consultant below, who will provide the services described as an independent contractor.
Client
Name / Company
Address
Contact
Consultant
Name / Company
Address
Contact
Effective Date
End Date
Services
Fee
Rate / Amount
Invoicing
Expenses
Terms
Independent Contractor
The Consultant is an independent contractor, not an employee, and is responsible for their own taxes, insurance and tools. The Consultant controls how the work is done.
Confidentiality
The Consultant will keep the Client’s non-public information confidential during and after this Agreement and use it only to perform the services.
Work Product
On full payment, the Client owns the deliverables created specifically for it. The Consultant keeps its pre-existing tools, know-how and materials and grants the Client a license to use them as part of the deliverables.
Termination
Either party may end this Agreement with [14] days’ written notice. The Client will pay for services performed up to the end date.
Liability & General
Neither party is liable for indirect or consequential damages, and the Consultant’s total liability is limited to the fees paid. This is the entire agreement; changes must be in writing and signed by both. Governing law: the State of [State].
Client
Signature
Name & Title
Date
Consultant
Signature
Name & Title
Date
※ This template is for general information only and is not legal advice. Laws vary by state; consider having an attorney review it before you rely on it.
How to fill out a Consulting Agreement
Free Consulting Agreement template
A consulting agreement sets the terms for a consultant who advises or does project work for a client as an independent contractor. It covers the services, fees and invoicing, expenses, confidentiality, who owns the work, and how either side can end the arrangement.
How to fill it out
Enter the client's and consultant's names or company names, addresses and contacts, and the effective and end dates.
Describe the services and deliverables in specific terms — what will be done, by when and in what form.
Choose the fee type (hourly, fixed fee or monthly retainer), enter the rate or amount, and say how invoices are sent and paid and how expenses are handled.
Review the independent contractor, confidentiality, work product, termination and liability clauses, and fill in the notice period and governing state.
Both parties sign and date it and keep a copy.
Tips
Make the scope specific. "Marketing advice" invites disputes; "a 10-page marketing plan and two strategy calls" does not.
Agree in writing which expenses are reimbursed, whether they need approval and whether receipts are required.
For larger projects, attach a statement of work with milestones and payment dates.
Keep the relationship a real contractor relationship: the consultant controls how the work is done and uses their own tools.
Clients usually need a Form W-9 from the consultant and may need to file a 1099-NEC for payments over the IRS reporting threshold.
Review warehouse picking process, map current workflow, recommend layout and staffing changes, and deliver a written report with a 90-day action plan.
Fee
Hourly
Rate / Amount
$125.00 per hour, not to exceed $12,000
Invoicing
Monthly, Net 15
Expenses
Mileage at IRS rate, pre-approved
All names, companies and contact details are fictional. Click “Fill sample” above to put this example into the empty fields; click again to remove the parts you did not change.
FAQ
Consulting agreement vs. independent contractor agreement?
A consulting agreement is a kind of independent contractor agreement focused on advice or expertise rather than hands-on work.
Who owns the consultant's work?
Under this template, the client owns the deliverables made for it once it pays in full, and the consultant keeps its pre-existing tools and know-how and licenses them for use in the deliverables.
Can I use it for a retainer?
Yes. Choose "Monthly retainer" and state what the retainer covers, such as a number of hours, and how extra work is billed.
Is this legal advice?
No. This is a general template, not legal advice. Laws differ by state and city, so check your local rules or ask an attorney before relying on it for anything important.
