What Is a Consulting Agreement?
A consulting agreement is a written contract between a client and a consultant that outlines the scope of work, payment terms, timelines, and how sensitive information or intellectual property will be handled.
It helps both parties stay aligned, whether you’re bringing in an expert to solve a problem, provide advice, or offer temporary support. With a clear agreement in place, you can avoid confusion, protect your interests, and reduce the chance of disputes later on.
Types of Consulting Agreements
Not every consulting job looks the same. You might bring someone in for a one-off project, or you might need ongoing help over several months. The templates below are built to fit different kinds of working relationships and industries, so you can pick the one that makes the most sense for your situation.
Alternatively, you can start editing our standard consulting contract template.
Outline the details about the work between an accountant and a client
Accounting
Outline the terms and conditions between a marketing consultant and an organization
Marketing
For clients and professionals who require upfront payment for future work
Retainer
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
Key Clauses in a Consulting Agreement
You can use our free consulting agreement template to build a solid, well-rounded contract. It walks you through all the key terms so nothing important gets left out. Here’s what you’ll want to include:
1. Services and Obligations
Start by explaining what the consultant is being hired to do. Be specific:
- What are the main tasks?
- What’s the end goal?
- What’s outside the scope?
2. Timeline and Deadlines
Every project needs a schedule. Include when the work will begin, key milestones, and the expected end date. If the timeline is flexible or the work is ongoing, say so. You should also spell out how either side can end the agreement early, just in case plans change.
3. Payment Terms
State whether the consultant will be paid hourly, by project, or on a retainer. Include how often payments are made and how invoicing will work.
Use our consulting invoice template to request payment professionally and consistently. It helps track hours, fees, and billable expenses, and pairs perfectly with your agreement.
4. Expenses and Reimbursement
Clarify which expenses (e.g., travel, materials) are reimbursable and whether prior approval is needed.
5. Ownership and Intellectual Property
Explain who owns any work, designs, or content created during the engagement. If licensing or usage rights are granted, state them clearly.
Our licensing agreement can help when sharing or granting usage rights for software, content, or designs created under the consulting arrangement.
6. Independent Contractor Relationship
Confirm that the consultant is not an employee. This helps protect both parties under tax and employment laws.
The IRS defines independent contractors separately from employees. Clarifying this status in your agreement helps prevent tax or legal issues down the line.
7. Confidentiality and Publicity
Add confidentiality protections for any sensitive information shared during the project.
A non-disclosure agreement (NDA) offers stronger protection for trade secrets and proprietary information. It can be included as a clause or as a standalone document.
8. Dispute Resolution and Governing Law
Decide which state’s laws apply and how disputes will be resolved (e.g., mediation or arbitration).
9. Indemnification and Warranties
This section helps manage risk. If the consultant’s actions cause harm, whether to the client, a customer, or someone else, they may be responsible for covering those costs. This protects the client from legal or financial fallout tied to the consultant’s work.
A hold harmless agreement provides an extra layer of protection from lawsuits or liability arising from a consultant’s actions or advice.
10. Other Legal Terms
Finish your consulting agreement with clauses around:
- How changes to the agreement should be made
- Whether the consultant can work with competitors (non-compete) or approach your clients (non-solicitation)
- If they’re allowed to use subcontractors
- Whether they need to carry their own insurance
Finally, add signature blocks for both parties to confirm they’ve read and agreed to the terms.
If you want to prevent the consultant from working with direct competitors, use a non-compete agreement to define clear boundaries.
Sample Consulting Agreement
Use this sample as a preview of your consulting agreement. To customize your own, answer a few quick questions and then download your completed agreement in PDF or Word format.
