A consulting agreement is the contract between an independent consultant and the business that hires them for advice, analysis or a defined project. It covers what the consultant will deliver, how they’re paid, what stays confidential, and who owns the work at the end. This free template is written for solo consultants and small consulting firms, and it’s balanced so a client can sign it without sending it straight to their lawyer.
When do you need a consulting agreement?
Use a consulting agreement whenever you’re selling expertise rather than a routine service. Strategy, operations reviews, IT architecture, marketing plans, grant writing, fractional CFO work: all of these involve access to the client’s private information and produce something (a report, a plan, a recommendation) the client expects to own.
Here’s a hypothetical. A retired supply-chain manager starts consulting and agrees to review a mid-sized distributor’s warehouse layout for $9,000 over six weeks. Halfway through, the client asks for a second site to be included. With no written agreement, she’s stuck arguing about whether that was “in scope.” With one, she points to the scope section and the change clause and sends a price for the extra site.
If the work is more hands-on and repeatable (cleaning, maintenance, bookkeeping), the service agreement template is a better fit. If you’re a designer, writer or developer producing creative files, look at the freelance contract.
What should a consulting agreement include?
Our consulting contract template has eleven short sections. These are the ones worth reading slowly.
Scope and deliverables
List the specific things you’ll hand over: “a written report of no more than 20 pages and one 90-minute presentation to the leadership team” beats “operational recommendations.” There’s space to list what’s out of scope too.
Fees and payment
Choose a fixed project fee, an hourly or daily rate, or a monthly retainer. Retainers need one extra line: what happens to unused hours. The template makes you pick whether they roll over or expire, so nobody is surprised.
Confidentiality
Consultants often see payroll, pricing and customer lists. The confidentiality clause covers that information during the engagement and for a set period afterward, with the usual exceptions for information that’s public or legally required to be disclosed. It runs both ways, because consultants have proprietary methods too. It also includes the whistleblower immunity notice from 18 U.S.C. 1833(b). That federal law counts contractors and consultants as employees for this purpose, and a client that leaves the notice out can’t recover exemplary damages or attorney fees under the trade secret law against the consultant.
Who owns the work
This is where a lot of consulting agreements are sloppy. Under US copyright law, work made by an independent contractor generally belongs to the contractor unless it qualifies as a “work made for hire.” According to the Copyright Office, a commissioned work only qualifies if it falls into one of nine specific categories (such as a contribution to a collective work, a translation, or an instructional text) and both parties sign a written agreement saying so. Most consulting reports don’t fit neatly into those categories.
So the template uses an assignment instead. Federal law says a transfer of copyright ownership isn’t valid unless it’s in writing and signed by the owner of the rights. Our clause transfers ownership of the final deliverables to the client once they’ve paid in full, while the consultant keeps their pre-existing tools, templates and general know-how. That’s fair to both sides: the client owns what it paid for, and the consultant doesn’t sign away the methods they’ll use for the next client.
Non-solicitation, not non-compete
We left out a non-compete. It’s a heavy restriction to put on someone who runs their own business, and whether one holds up depends on your state’s law, so that’s a question for a local lawyer rather than a template. There’s an optional clause where neither side tries to hire away the other’s staff for a limited period, which is the protection most clients actually want.
Termination
Either party can end the engagement with written notice. The client pays for work done to date, and the consultant hands over work in progress.
What should you check before signing?
The independent contractor section describes the relationship, but it isn’t the last word. The IRS looks at behavioral control, financial control and the type of relationship, and it says no single factor decides the question. A “consultant” who works set hours, uses the client’s equipment, and has no other clients can look a lot like an employee. Our guide to e-signing an independent contractor agreement walks through this in more detail.
On the tax side, the IRS says a business paying an independent contractor should start by collecting Form W-9, keep it for four years, and report payments at or above the reporting threshold on Form 1099-NEC. The W-9 is a separate form, so don’t bury it inside the agreement.
If you’re in a licensed profession (accounting, engineering, law, some healthcare roles), your licensing body may have its own rules on engagement letters. Check those first.
How do you fill it in and get it signed?
Download the template in Word or PDF, fill in the scope first, then fees, then the dates. The scope section is where most of your time should go. Read the ownership clause with the client on a call if they have questions; it’s the part people misread most.
Send the final version as a PDF. Consulting agreements are ordinary commercial contracts, and the federal ESIGN Act says a contract affecting interstate commerce can’t be denied legal effect solely because it was formed with an electronic signature. More on that in are electronic signatures legally binding. A sensible order is consultant first, client last.
Download it, fill in the blanks, and send it for e-signature with any tool you like. (We’re building SignWren for small-business paperwork like this, and the waitlist is open.)
This template is general information, not legal advice. For a specific contract or dispute, talk to a lawyer licensed where you are.
Template from signwren.com. General information, not legal advice. Check your state's rules and adapt it before you use it.
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made on [date] ("Effective Date") between:
Consultant: [Consultant's full legal name or business name], with its address at [address] ("Consultant"), and
Client: [Client's full legal name or business name], with its address at [address] ("Client").
1. Services and deliverables
1.1 Consultant will provide the following consulting services (the "Services"):
[Describe the engagement: the problem, the activities, the meetings or site visits involved.]
1.2 Consultant will deliver the following (the "Deliverables"):
[List each deliverable, its format and its due date.]
1.3 Out of scope: [List related work that is not included.]
1.4 Consultant decides the methods, hours and location of the work, and uses its own equipment, except: [anything Client will provide, such as system access].
2. Term
This Agreement starts on the Effective Date and ☐ ends on [date] ☐ ends when the Deliverables are accepted ☐ continues month to month until ended under Section 9.
3. Fees
3.1 Client will pay Consultant:
☐ a fixed project fee of [$ amount], payable [schedule, e.g. 50% on signing and 50% on delivery]
☐ [$ amount] per ☐ hour ☐ day, not to exceed [$ amount] without Client's written approval
☐ a monthly retainer of [$ amount] covering up to [number] hours per month. Unused hours ☐ roll over for one month ☐ expire at month end. Extra hours are billed at [$ amount] per hour.
3.2 Consultant will invoice ☐ monthly ☐ on the schedule above. Invoices are due within [number] days.
3.3 Client will reimburse reasonable expenses that it approves in advance, such as [travel, materials], with receipts.
3.4 Late invoices may carry a late fee of [amount or percent] per month, up to the maximum the law allows.
4. Changes
Changes to the Services, Deliverables, schedule or fees take effect only when both parties agree in writing. Email confirmed by both parties counts.
5. Client cooperation
Client will provide the information, access and people reasonably needed for the work, including: [specific items]. Deadlines move if Client's input is late.
6. Confidentiality
6.1 "Confidential Information" means non-public information one party shares with the other for this engagement, such as financial data, customer lists, pricing, plans and methods.
6.2 The receiving party will use Confidential Information only for this Agreement, protect it with reasonable care, and share it only with people who need it for the work and are bound to keep it confidential.
6.3 This does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or must be disclosed by law (with prompt notice to the other party where allowed).
6.4 These duties last during this Agreement and for [number] years after it ends, and for trade secrets, as long as they remain trade secrets.
6.5 Nothing in this Agreement stops either party from reporting a possible violation of law to a government agency or making disclosures protected by law. Whistleblower immunity notice: Under 18 U.S.C. 1833(b), an individual will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret that is made (a) in confidence to a federal, state or local government official, directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed in a lawsuit or other proceeding, if that filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to their attorney and use it in the court proceeding, if they file any document containing the trade secret under seal and do not disclose it except under court order.
7. Ownership of work
7.1 Deliverables. Once Client has paid all fees due for a Deliverable, Consultant assigns to Client all copyright and other rights Consultant holds in that final Deliverable. Consultant will sign any further documents reasonably needed to confirm this.
7.2 Consultant's pre-existing materials. Consultant keeps ownership of its tools, templates, methods, know-how and materials created before or outside this engagement ("Consultant Materials"). If Consultant Materials are included in a Deliverable, Client receives a non-exclusive, perpetual, royalty-free license to use them as part of that Deliverable for its internal business purposes.
7.3 Portfolio. Consultant ☐ may ☐ may not mention Client's name as a client. Consultant will not publish Client's Confidential Information.
8. Non-solicitation (optional)
☐ Apply this section ☐ Do not apply this section
During this Agreement and for [number] months afterward, neither party will directly solicit the other's employees who worked on this engagement to leave their jobs. General job postings are not solicitation.
9. Termination
9.1 Either party may end this Agreement with [number] days' written notice.
9.2 Either party may end it immediately by written notice if the other seriously breaches it and does not cure the breach within [number] days after written notice.
9.3 On termination, Client pays for Services performed and approved expenses up to the end date, Consultant delivers work in progress, and each party returns or destroys the other's Confidential Information on request.
10. Warranties and liability
10.1 Consultant will perform the Services professionally and with reasonable skill and care. Consultant does not guarantee specific business results, because those depend on Client's decisions and other factors outside Consultant's control.
10.2 Except for breach of confidentiality, gross negligence, intentional misconduct or payment obligations, each party's total liability under this Agreement is limited to the fees paid or payable under it, and neither party is liable for indirect or consequential losses.
11. General terms
11.1 Independent contractor. Consultant is an independent business, not an employee, partner or agent of Client, and is responsible for its own taxes, insurance and benefits. Consultant may work for other clients.
11.2 Entire agreement. This Agreement is the whole agreement between the parties about this engagement.
11.3 Amendments. Changes to this Agreement must be in writing and agreed by both parties.
11.4 Governing law. The laws of [State] govern this Agreement.
11.5 Notices. Notices must be in writing and sent to the addresses above or to: Consultant: [email]; Client: [email].
11.6 Severability. If any part of this Agreement is unenforceable, the rest stays in effect.
11.7 Assignment. Neither party may transfer this Agreement without the other's written consent.
11.8 Electronic signatures. The parties agree this agreement may be signed electronically and in counterparts, and an electronic signature has the same effect as a handwritten one.
Signatures
Consultant
Signature: ______________________________
Name: [full name]
Date: [date]
Client
Signature: ______________________________
Name: [full name]
Date: [date]