Agreement templates
Consulting agreement template
Scope, fees, independent-contractor status, confidentiality and IP — the terms specific to advisory engagements.
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Consulting / Advisory Engagement
Professional advisory
This Agreement is entered into as of [Date] between [Consultant Legal Name] ("Consultant") and [Client Legal Name] ("Client").
1. Services
Consultant will provide the services described in the proposal dated [Date] (the "Services"), which is incorporated into this Agreement by reference.
2. Independent Contractor Status
Consultant is an independent contractor, not an employee, agent, or partner of Client. Consultant is responsible for their own taxes, insurance, and benefits. Nothing in this Agreement creates an employment relationship.
3. Fees & Expenses
Client will pay Consultant [$rate/hour, or a fixed fee of $amount], invoiced [weekly/bi-weekly/monthly], due within [15] days. Pre-approved expenses will be reimbursed at cost upon submission of receipts.
4. Confidentiality
Consultant will not disclose Client's confidential information to any third party, and will use it only to perform the Services. This obligation survives termination of this Agreement for [3] years.
5. Intellectual Property
Work product created specifically for Client under this engagement belongs to Client upon payment. Consultant retains ownership of pre-existing frameworks, tools, and methodologies used in delivering the Services.
6. Term & Termination
This Agreement begins on [Start Date] and continues until the Services are complete or either party terminates with [X days'] written notice.
7. Limitation of Liability
Consultant's total liability under this Agreement will not exceed the total fees paid by Client under this Agreement.
8. Governing Law
This Agreement is governed by the laws of [State/Country].
9. Engagement schedule
- Decision mandate: [Question and intended outcome]
- Stakeholder access: [Sponsor and interview participants]
- Evidence sources: [Required reports and business data]
- Readout and handover: [Decision memo and workshop date]
Signatures
Consultant: ___________________ Date: ______
Client: ___________________ Date: ______
What this is
A consulting agreement is the binding contract for an advisory engagement — its specific concerns, beyond a general services agreement, are usually independent-contractor status (the consultant isn't an employee) and confidentiality around whatever the client shares during the engagement.
When to use it
- After a consulting proposal is accepted, before advisory work begins
- For any engagement where the consultant needs to be clearly established as an independent contractor, not an employee
- When the client will share sensitive business information as part of the engagement
What to include
Independent contractor status
An explicit statement that the consultant is not an employee, doesn't receive benefits, and is responsible for their own taxes.
Scope and deliverables
What the consultant is engaged to do, referencing the accepted proposal if one exists.
Confidentiality
Often stronger/more detailed than a standard services agreement, given the sensitive information consultants are typically exposed to.
Fees and expenses
Rate structure and how expenses (travel, tools) are handled.
Non-solicitation (optional)
Whether the consultant is restricted from soliciting the client's employees or customers during/after the engagement.
Template text
Copy this into your own document, or open it directly as a branded starting point in Hanko. Bracketed text like [Client Name] is a placeholder to fill in.
Consulting Agreement
This Agreement is entered into as of [Date] between [Consultant Legal Name] ("Consultant") and [Client Legal Name] ("Client").
1. Services
Consultant will provide the services described in the proposal dated [Date] (the "Services"), which is incorporated into this Agreement by reference.
2. Independent Contractor Status
Consultant is an independent contractor, not an employee, agent, or partner of Client. Consultant is responsible for their own taxes, insurance, and benefits. Nothing in this Agreement creates an employment relationship.
3. Fees & Expenses
Client will pay Consultant [$rate/hour, or a fixed fee of $amount], invoiced [weekly/bi-weekly/monthly], due within [15] days. Pre-approved expenses will be reimbursed at cost upon submission of receipts.
4. Confidentiality
Consultant will not disclose Client's confidential information to any third party, and will use it only to perform the Services. This obligation survives termination of this Agreement for [3] years.
5. Intellectual Property
Work product created specifically for Client under this engagement belongs to Client upon payment. Consultant retains ownership of pre-existing frameworks, tools, and methodologies used in delivering the Services.
6. Term & Termination
This Agreement begins on [Start Date] and continues until the Services are complete or either party terminates with [X days'] written notice.
7. Limitation of Liability
Consultant's total liability under this Agreement will not exceed the total fees paid by Client under this Agreement.
8. Governing Law
This Agreement is governed by the laws of [State/Country].
Signatures
Consultant: ___________________ Date: ______
Client: ___________________ Date: ______
How to customize it
- Keep the independent-contractor language — it matters for tax and legal classification, especially for engagements resembling ongoing employment
- Add a non-solicitation clause if you're concerned about the client poaching your team or the reverse
- Extend the confidentiality survival period for engagements involving especially sensitive information
- Confirm contractor-classification rules for your specific jurisdiction — they vary and carry real penalties if misclassified
Common mistakes
- Omitting independent-contractor language entirely, which can create classification risk if the engagement resembles employment
- No confidentiality survival period, leaving the obligation ambiguous once the engagement ends
- Liability uncapped for a consulting engagement, an unnecessary risk relative to the fees involved
- Using this template for an engagement that's functionally employment (fixed hours, exclusive availability, client-supplied equipment) without recognizing the classification risk that creates
Frequently asked questions
Why does independent-contractor language matter this much?
Misclassifying a consultant as a contractor when the relationship functions like employment can create real tax and legal liability for the client. The language in this template helps establish contractor status but doesn't override how the engagement actually operates.
Should a consulting agreement include a non-compete?
Non-competes are heavily restricted or unenforceable in many jurisdictions (including several US states). A narrower non-solicitation clause (not poaching employees/clients) is more commonly enforceable — check your jurisdiction.
How is this different from an Agency Services Agreement?
The core structure is similar; a consulting agreement typically places more emphasis on independent-contractor status and confidentiality, since consultants are more often engaged individually and exposed to sensitive strategic information.
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