Template guide

Consulting agreement template

Consulting work goes wrong in predictable ways: the engagement quietly grows, expenses become a debate, or the client blames you for a decision they made. A clear agreement handles all three.

What to include

1. Engagement scope and deliverables. Name the activities (interviews, workshops, analysis) and the deliverables (report, action plan). Anything else is quoted separately.
2. Fee model. Fixed fee, hourly or monthly retainer. For fixed fees, take 50% on signing; for hourly work, invoice monthly with a time summary.
3. Expenses. Pre-approved, at cost, with receipts, and a single-expense limit above which you ask first.
4. Client responsibilities. Access to people, data and systems by agreed dates, plus a feedback window for drafts.
5. Advice and decisions. You recommend; the client decides and owns the outcome. No guarantee of business results, and no legal, tax or investment advice unless stated.
6. Confidentiality. Both directions, and continuing after the engagement ends.
7. Ownership. The client owns the final deliverables once paid; you keep your frameworks, methods and templates.
8. Non-solicitation. Neither side hires the other's people for a set period (often 12 months) without consent.
9. Liability cap and termination. Limit liability to fees paid in a recent period, and let either side end the agreement on notice.

Mistakes to avoid

• Quoting a fixed fee with an open-ended scope
• No written rule for expenses
• Letting the client treat recommendations as guarantees
• Giving away your frameworks with the deliverable

Example wording you can adapt

Plain-English wording for the clauses people most often leave vague. Change the bracketed details to fit how you work.

Decisions. The Consultant provides recommendations. The Client remains responsible for its decisions and their outcomes. The Consultant does not guarantee any particular business result.

Expenses. The Client will reimburse reasonable expenses approved in advance, at cost, with receipts. Any single expense above $[amount] requires written approval first.

Pre-existing materials. The Client owns the final deliverables once paid. The Consultant keeps its frameworks, methods and templates, and grants the Client a licence to use them as part of the deliverables.

Additional work. Work outside Schedule A will be quoted in writing and starts only after the Client approves the quote.

Choosing a fee model

Use a fixed fee when you can name the deliverable and the end date. It rewards your efficiency and gives the client a number to approve. Take a meaningful deposit on signing, commonly half, because the early work is where most of your thinking happens.

Use a retainer when the value is ongoing access: monthly calls, reviews and questions. State the hours or calls included, and what happens to unused time. Hourly suits short, uncertain work, but send a time summary with each invoice so the total is never a surprise.

Whichever you choose, write the assumptions down: how many stakeholder interviews, how many drafts, and who supplies the data. When an assumption changes, you have a clean reason to re-quote instead of an awkward conversation.

Skip the blank page

Every point above is already written into our template, with highlighted fields to fill in and a PDF copy to send. Edit it in Word, Google Docs or Pages.

Questions

What should a consulting agreement include?

Scope and deliverables, fees and payment terms, expenses, client responsibilities, confidentiality, ownership of work, a no-guarantee clause, liability limits and how either side can end it.

Is a consulting agreement the same as an independent contractor agreement?

They overlap. A consulting agreement adds advisory-specific terms, such as the client owning its decisions and limits on legal or financial advice.

Should consultants charge hourly or a fixed fee?

Fixed fees suit well-defined projects; hourly or retainers suit open-ended advisory work. Either way, write the scope down.

Is this template legal advice?

No. It is a starting point written in plain English. Laws vary by location, so have a local lawyer review your final version.

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