A consulting agreement is a formal contract between a consultant and an organization that outlines the terms, conditions, and scope of the consultant’s services. It covers details such as the payment terms, confidentiality obligations, deliverables, and the duration of the engagement.
Consulting Agreements – By Type
Outline the terms and conditions between a marketing consultant and an organization.
Marketing
Use our sales consultant agreement to define the professional relationship between the sales expert and the company as an independent contractor arrangement.
Sales
User our contingency fee agreement to outline the terms and conditions of obtaining services from an attorney with a contingency fee.
Contingency Fee
What Is a Consultant?
A consultant is a firm or independent contractor that an organization hires to provide expert advice, guidance, and specialized knowledge. They help organizations find solutions to specific problems or improve their operations.
The engagement they enter is often temporary, giving them just enough time to address specific challenges and offer strategic advice. Consultants may study current practices and recommend improvements based on their findings, striving to achieve their clients’ desired outcomes.
Common Areas of Expertise
Organizations typically hire consultants for their expertise in areas like the following:
- Marketing
- Finance
- Information technology
- Strategy
- Management
- Healthcare
- Public relations
What to Include in a Consulting Agreement
Please include the following information in your consulting agreement to establish a clear and comprehensive working arrangement:
- Parties Involved: Include the names of the parties involved in the agreement. These parties should be the client (the organization receiving advice/guidance) and the consultant (the independent contractor).
- Scope of Work: Detail the type of services the consultant will provide. Note any specific services that fall outside their responsibilities for greater clarity.
- Term and Termination: Indicate whether the project involves a fixed period, remains open-ended, or finishes upon the completion of specific tasks. State the conditions for early termination if necessary.
- Compensation: Outline how the client will issue payment for the consulting services provided, including whether they’ll provide it as a flat fee, hourly rate, or by percentages as the project moves forward. Discuss elements such as the maximum compensation the client can provide and any retainer fee the client has to pay to establish their commitment.
- Confidentiality clause: While both the company and the consultant may have to maintain some level of confidentiality, it’s more common for the consultant to agree not to divulge trade secrets. This confidentiality agreement may be present within the consulting agreement or as a separate document. It protects organizations from competitors’ learning processes and other items that give them an advantage.
- Intellectual property clause: Some clients may have to complete a licensing agreement so the consultant can use intellectual property in their work that’s otherwise protected. They may also use this agreement to determine who has the rights to intellectual property created during the consulting arrangement.
- Indemnification and liability clause: An indemnity clause protects the organization from any consequences arising from the consultant’s actions. However, it may not cover liabilities that stem from the client’s negligence.
- Non-compete clause: Consultants may work with valued clients and form strong business ties. A non-compete agreement prevents them from using that relationship to take customers or introduce them to a competitor.
- Independent contractor status statement: Clarify that the consultant is an independent contractor who won’t receive employee benefits. Confirming the lack of an employer-employee relationship helps ensure that each party meets its appropriate tax liabilities.
- Dispute resolution methods: List the dispute resolution methods you’ll use to resolve issues that arise, either from the client’s business or the consultant.
- Governing law: Choose a competent jurisdiction whose laws you’ll use to oversee the agreement.
- Amendments and modifications: Discuss the process for making amendments or modifications with the other party. Once both parties agree, you can record the amendment-making process in your agreement. For example, the document may demand that the requesting party obtains prior written consent from the other before implementing a modification.
- Miscellaneous provisions: Include any miscellaneous provisions, including those relating to non-solicitation for the consultant and the use of an invoice template to streamline the invoicing process. You may also include specific warranties, such as “The consultant shall keep receipts for any expenses incurred.”
- Signatures: Ask the parties to sign and date the contract to make it legally binding.
Similarities to Other Contracts
Here are some similarities between consulting agreements and other contracts:
Independent Contractor Agreement
An independent contractor agreement is similar to a consulting agreement in that both outline the conditions under which an independent contractor will perform services. Both agreements specify the scope of work and payment terms and may include provisions related to intellectual property and confidentiality.
However, an independent contractor agreement is broader in scope, as it can cover services ranging from HVAC installation to app development and content writing.
Service Agreement
A service agreement and a consulting agreement are alike because they document ongoing professional services. They include the scope of services and any notable exclusions.
Please note that a service agreement is broader in scope, as it can refer to various ongoing services in different fields. A consulting agreement may also be relevant in different fields, but it focuses on the provision of expert guidance and advice that businesses can use to improve their operations or pinpoint inefficiencies.
Non-Disclosure Agreement
Both a non-disclosure agreement (NDA) and a consulting agreement provide clauses on how parties will safeguard confidential information. They can detail the acceptable uses of the sensitive information and list the consequences of disclosing it outside their provisions.
An NDA or confidentiality agreement is more specific to protecting proprietary or sensitive details, while a consulting agreement contains confidentiality clauses within its larger body.
Consulting Agreement Sample
Download a consulting agreement template in PDF or Word format below:
