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Professional Consulting Contract Template
Formalize your consulting engagements with a comprehensive agreement covering scope, fees, confidentiality, and deliverables.
Contract Template
1. Parties & Engagement
Identifies parties and establishes the consulting relationship.
This Consulting Services Agreement ("Agreement") is entered into as of [DATE]:
Consultant: [YOUR NAME/FIRM], located at [ADDRESS] ("Consultant")
Client: [CLIENT NAME/COMPANY], located at [ADDRESS] ("Client")
Engagement Period: [START DATE] through [END DATE] (or ongoing until terminated)2. Scope of Services
Defines the consulting services to be provided.
Consultant will provide the following services: [DESCRIPTION OF CONSULTING SERVICES] Specific Deliverables: - [e.g., Strategic assessment and recommendations report] - [e.g., Monthly advisory meetings (X per month)] - [e.g., Implementation support for X initiative] Objectives: [WHAT CLIENT HOPES TO ACHIEVE] Out of Scope: [WHAT IS NOT INCLUDED]
3. Compensation
Specifies fees and billing arrangements.
[OPTION A - Hourly]: Rate: $[AMOUNT] per hour Estimated Hours: [X] hours per [WEEK/MONTH] Invoicing: [WEEKLY/BI-WEEKLY/MONTHLY] [OPTION B - Project-Based]: Fixed Fee: $[AMOUNT] for the engagement Payment Schedule: [X]% upfront, [X]% at milestone, [X]% upon completion [OPTION C - Retainer]: Monthly Retainer: $[AMOUNT]/month Includes: Up to [X] hours of consulting services Overage: Additional hours billed at $[RATE]/hour
4. Expenses
Terms for reimbursable expenses.
Pre-approved expenses will be reimbursed at cost plus [X]% administrative fee Expenses over $[AMOUNT] require written pre-approval Travel expenses: [CLASS] airfare, [TYPE] accommodations, meals at $[PER DIEM] Receipts required for all expenses over $[AMOUNT]
5. Confidentiality
Protects sensitive information.
Consultant agrees to maintain confidentiality of all proprietary information Confidential Information includes: business plans, financials, strategies, customer data, trade secrets Exclusions: publicly available information, independently developed information, information disclosed by third parties without restriction Confidentiality obligations survive termination for [X] years Consultant will return or destroy all confidential materials upon termination
6. Work Product & Intellectual Property
Clarifies ownership of consulting deliverables.
Work product created specifically for Client becomes Client's property upon payment Consultant retains ownership of pre-existing materials and methodologies Consultant grants Client license to use any pre-existing materials incorporated in deliverables Consultant may use general knowledge and skills gained during engagement
7. Independent Contractor
Establishes the independent nature of the relationship.
Consultant is an independent contractor, not an employee Consultant responsible for own taxes, insurance, and benefits Consultant may perform services for other clients Consultant controls manner and means of performing services No agency or partnership relationship is created
8. Non-Solicitation
Optional restrictions on hiring.
During engagement and for [X] months after, neither party will directly solicit the other's employees This does not restrict hiring through general advertising or recruiting Violation of this provision: liquidated damages of $[AMOUNT]
9. Termination
Terms for ending the engagement.
Either party may terminate with [X] days written notice Upon termination: - Client pays for all services rendered through termination date - Consultant delivers all completed work product - Both parties return confidential information For cause termination (material breach): immediate termination after [X] day cure period
10. Limitation of Liability
Limits exposure to claims.
Consultant's liability limited to fees paid in the [X] months preceding the claim Consultant not liable for indirect, consequential, or punitive damages Client acknowledges consulting advice is professional opinion, not guarantee of results Client responsible for implementing recommendations at their own risk
11. Signatures
Execution of the agreement.
Both parties agree to the terms above. Consultant: _________________ Date: _________ Client: _________________ Date: _________
Disclaimer: This template is provided for informational purposes only and does not constitute legal advice. We recommend having a qualified attorney review any contract before use to ensure it meets your specific needs and complies with applicable laws in your jurisdiction.
Pro Tips
- Be clear about what you're delivering—vague scope leads to disputes
- For hourly work, provide estimates but don't guarantee outcomes tied to specific hours
- Strong confidentiality clauses are expected in consulting
- Clearly distinguish between advice and implementation
- Keep your methodologies as your IP—you can reuse them with other clients
- Consider non-solicitation clauses to protect your team
Key Features of This Contract
Engagement Terms
Clear definition of consulting scope, duration, and objectives.
Billing Flexibility
Options for hourly, project-based, or retainer billing arrangements.
Confidentiality
Strong NDA provisions to protect sensitive business information.
Deliverables
Clear specifications for reports, recommendations, and work product.
Non-Compete Options
Optional provisions for competitive restrictions.
Independence
Strong independent contractor provisions for tax and legal purposes.
Frequently Asked Questions
Should I charge hourly or project-based?
Hourly works well for advisory and unclear scope. Project-based works better when deliverables are defined. Many consultants use retainers for ongoing relationships—predictable revenue for you, predictable costs for clients.
How do I handle scope creep in consulting?
Define scope clearly upfront. When clients ask for additional work, document it as out-of-scope and provide a change order with additional fees. Regular check-ins help catch scope creep early.
What liability protection do I need?
Limit your liability to fees paid—consulting advice is inherently uncertain. Consider professional liability insurance (E&O insurance) for additional protection.
Can clients implement my recommendations without me?
Yes, unless you specify otherwise. Your deliverable is typically advice and recommendations. Implementation can be a separate engagement at additional cost.
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