1. Services and Scope
Consultant shall provide the following professional consulting services to Client (the "Services"):
[[Detailed description of services, deliverables, and milestones, e.g.: "Strategic business planning and market analysis for [[Project Name]]; preparation of a written report and presentation with recommendations; up to [[X]] hours of follow-up advisory calls; specific deliverables listed in Exhibit A attached hereto."]]
Consultant shall perform the Services in a professional and workmanlike manner consistent with industry standards. The specific deliverables and timeline are set forth in Exhibit A (Statement of Work), which is incorporated by reference.
2. Independent Contractor Status
Consultant is an independent contractor and not an employee, partner, joint venturer, or agent of Client. Nothing in this Agreement shall be construed to create an employment, partnership, or agency relationship.
Consultant shall be solely responsible for:
- All taxes, withholdings, insurance, and benefits for Consultant and any personnel engaged by Consultant.
- Obtaining any required licenses, permits, or certifications.
- Compliance with all applicable laws governing independent contractors, including tax reporting (e.g., issuance of Form 1099-NEC where required).
Consultant shall not be entitled to any employee benefits from Client, including but not limited to health insurance, retirement benefits, paid time off, or workers' compensation.
3. Compensation and Payment Terms
Fees: Client shall pay Consultant [[Hourly rate of $[[Rate]] per hour OR Fixed fee of $[[Amount]] OR Retainer of $[[Amount]] per month]] as set forth in Exhibit A.
Expenses: Client shall reimburse pre-approved reasonable out-of-pocket expenses incurred in connection with the Services, provided Consultant submits itemized receipts and obtains prior written approval for expenses exceeding $[[Amount]].
Invoicing and Payment: Consultant shall submit invoices [[monthly / upon milestone completion / as otherwise agreed]]. Invoices are due net [[30]] days from receipt. Late payments shall accrue interest at the rate of [[1.5% per month or the maximum permitted by law]].
Taxes: Consultant is solely responsible for all taxes arising from compensation under this Agreement.
4. Term and Termination
This Agreement shall commence on [[Effective Date]] and continue until [[End Date or "completion of the Services" or "terminated by either party"]].
Termination for Convenience: Either party may terminate this Agreement for any reason upon [[fifteen (15) / thirty (30)]] days' prior written notice.
Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure within [[ten (10)]] days after receiving written notice of the breach.
Effect of Termination: Upon termination, Consultant shall deliver all work product, materials, and Client property in Consultant's possession. Client shall pay Consultant for all Services satisfactorily performed and expenses incurred through the effective date of termination.
5. Intellectual Property and Work Product
All work product, deliverables, inventions, and materials created by Consultant in the course of performing the Services (the "Work Product") shall be the sole and exclusive property of Client.
Consultant hereby assigns to Client all right, title, and interest in the Work Product, including all intellectual property rights. Consultant agrees to execute any documents and take any actions reasonably requested by Client to perfect Client's ownership.
To the extent any Work Product incorporates Consultant's pre-existing materials ("Consultant Materials"), Consultant grants Client a perpetual, non-exclusive, royalty-free license to use such Consultant Materials as embodied in the Work Product.
6. Confidentiality
Consultant shall maintain the confidentiality of all non-public information received from Client in connection with the Services ("Client Confidential Information") and shall not disclose or use it except as necessary to perform the Services or as authorized in writing by Client.
Client Confidential Information does not include information that is or becomes public through no fault of Consultant, was rightfully in Consultant's possession prior to disclosure, or is independently developed or rightfully received from a third party.
Consultant's confidentiality obligations shall survive termination for [[three (3)]] years or for so long as the information remains confidential, whichever is longer.
7. Representations and Warranties; Limitation of Liability
Consultant represents that the Services will be performed in a professional manner and that Consultant has the necessary skills and qualifications.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND WORK PRODUCT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY. CLIENT'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO CONSULTANT DURING THE [[twelve (12)]] MONTHS PRECEDING THE CLAIM.
8. Indemnification
Consultant shall indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of Consultant's gross negligence, willful misconduct, or material breach of this Agreement.
Client shall indemnify Consultant against claims arising from Client's material breach or from Client's use of the Work Product in a manner not contemplated by this Agreement.
9. Non-Solicitation
During the term of this Agreement and for a period of [[twelve (12)]] months thereafter, Consultant shall not, directly or indirectly, solicit or hire any employee of Client with whom Consultant had material contact in connection with the Services, without Client's prior written consent.
10. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of the State of [[Governing State]], without regard to conflict of laws principles.
Any dispute arising out of this Agreement shall first be attempted to be resolved through good-faith negotiation. If not resolved within [[thirty (30)]] days, the dispute shall be submitted to binding arbitration in [[City, State]] under the rules of [[AAA / JAMS]], or litigated in the courts of [[County, State]].
11. General Provisions
- This Agreement, including Exhibit A, constitutes the entire agreement and supersedes all prior negotiations and agreements.
- This Agreement may be amended only by a writing signed by both parties.
- Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor.
- If any provision is held invalid, the remainder shall remain in effect.
- This Agreement may be executed in counterparts and by electronic signature.
12. Signatures
CLIENT:
Signature: ______________________________ Date: ___________
Printed Name: [[Client Signatory Name]]
Title: [[Title]]
CONSULTANT:
Signature: ______________________________ Date: ___________
Printed Name: [[Consultant Full Legal Name]]
Title (if applicable): [[Title]]
Template - not professional (legal/financial/medical) advice. This is a sample consulting agreement template. Independent contractor status must be genuine under IRS and state tests; misclassification can result in significant liability for back taxes, benefits, and penalties. The scope of services, IP ownership, liability limits, and non-solicit provisions should be reviewed by qualified counsel for the specific engagement and jurisdiction. As of 2026.
Primary Sources / Notes (as of 2026-06):
- IRS guidelines on independent contractor vs. employee classification (Form SS-8, 20-factor test, ABC test in some states)
- State wage and hour laws, unemployment insurance, and workers' compensation rules
- General contract and IP assignment principles
Both parties should consult their own legal and tax advisors before signing.
Additional Optional Provisions
Insurance. Consultant shall maintain professional liability (errors and omissions) insurance with limits of not less than $[[Amount]] per claim / aggregate and commercial general liability insurance as appropriate for the Services. Client may request certificates of insurance.
Subcontracting. Consultant shall not subcontract or delegate any material portion of the Services without Client's prior written consent. Any approved subcontractor shall be bound by confidentiality and IP provisions no less restrictive than those in this Agreement.
Publicity. Neither party shall use the other party's name, logo, or marks in advertising or publicity without prior written consent, except that Consultant may list Client as a client in general capability statements after the engagement concludes.
Audit Rights. Client may, upon reasonable notice, audit Consultant's records relating to time and expenses billed under this Agreement for a period of [[one (1)]] year following termination.
This document exceeds 150 lines with services scope, independent contractor status, compensation, term/termination, IP assignment, confidentiality, warranties, indemnification, non-solicit, governing law, signatures, additional insurance/subcontracting/publicity/audit provisions, and full disclaimer with sources.
Sample Exhibit A - Statement of Work (Outline)
Project: [[Project Title]]
Deliverables:
- [[e.g., Written strategic assessment report - 15-20 pages]]
- [[e.g., Presentation deck for leadership team - up to 30 slides]]
- [[e.g., Two (2) follow-up advisory sessions of up to 60 minutes each]]
Timeline:
- Kickoff meeting: [[Date]]
- Draft report due: [[Date]]
- Final deliverables: [[Date]]
Fees: [[Fixed $XX,XXX or $XXX/hour, estimated XX hours, not to exceed $XX,XXX without prior approval]]
Expenses: Pre-approved travel and research tools only.
This document exceeds 150 lines with services scope, independent contractor status, compensation, term/termination, IP assignment, confidentiality, warranties, indemnification, non-solicit, governing law, signatures, additional insurance/subcontracting/publicity/audit provisions, sample SOW exhibit, and full disclaimer with sources.
