What is a Consulting Agreement?

A Consulting Agreement, also known as a letter of engagement, is a contract between a consultant and a client in which the parties outline the terms of their professional relationship. This agreement can be written or verbal; however, a written agreement is often recommended because it provides tangible evidence of the agreed upon terms. With a Consulting Agreement, both parties can clearly define their rights and responsibilities during their working relationship. For instance, LawDepot's Consulting Agreement template addresses information such as: The consulting services being provided The consultant's and client's contact information Payment (e.g. billing details, retainer fees, late fees, etc.) Other terms (e.g. expenses, ending the contract early, ownership of intellectual property, etc.)

Who should use a Consulting Agreement?

Anyone who is hiring a consultant or who has a role in the consulting profession can benefit from using LawDepot's Consulting Agreement template. With this written agreement, you can specify important terms of engagement that could be easily overlooked in a verbal agreement. Contrasted to a verbal agreement, a written agreement can provide more protection for all parties involved. If a dispute arises between the consultant and client, they may have to present evidence to a court. While it can be difficult to prove an oral agreement, courts are generally obligated to uphold the terms of a written agreement.

How do you write a Consulting Agreement?

The information you'll need to complete this document includes: Whether the consultant is needed for a single project, a fixed term, or indefinitely The location where the consulting services will be performed The consultant's and the client's Australian Business Number (if applicable) Who, if anyone, will be responsible for superannuation guarantee contributions The consultant and client should also have a conversation before drafting the Consulting Agreement to predetermine: How to bill the client (e.g. by charging a flat fee or hourly rate) Whether or not the consultant requires a retainer fee before starting any work (this may depend on the trustworthiness and financial stability of the client) If payments will be made when services are complete or at certain stages (such as being paid a certain percentage when reaching a project milestone) Whether or not there will be additional fees if a client is late with their payments

What other terms are included in a Consulting Agreement?

In addition to information about the client, the consultant, the services being provided, and the billing details, LawDepot's Consulting Agreement template allows you to address the following issues. Ending the contract There may be a time when one or both parties decides to terminate the contract before its official end date. In this case, you can set a period of time in the contract for either party to provide notice of early termination. As the consultant, you may also want to address partial payment for services in the event the contract is terminated after you've invested a significant amount of time or resources. Expenses It's recommended the client and the consultant have a conversation about how expenses will be handled prior to signing the contract so everyone is in agreement. If a client agrees to reimburse a consultant for expenses during the project, you can specify if the expenses need to be pre-approved and set guidelines for submitting expense claims. For instance, travel costs are often included in a client's expense budget, but guidelines might set a limit of $750. Intellectual property Intellectual property is any product, tangible or intangible, that originated from someone's mind and has commercial value. For example, many consultants produce creative works for clients, such as blueprints, custom software, logos, or advertisements, that are considered intellectual property. It's important to address whether the client or the consultant will retain exclusive ownership rights to the intellectual property. Without an agreement, ownership rights will typically be awarded to the client for whom the work was created. However, some consultants may choose to retain ownership rights because they consider the property to be a “tool of trade” (i.e. a skill or piece of equipment needed to complete a job). For instance, a software developer may use a unique computer program to build a new application for a client. The computer program gives the developer a competitive edge, so they keep the rights to the program but surrender the rights to the newly designed application. In this case, the client may have a license to use the computer program to implement the application, but they do not own exclusive intellectual property rights. Confidentiality Clients tend to trust consultants with sensitive company information because they are hired to provide expert and professional advice—often specialising in fields like company strategy, operations, finances, information technology, or human resources. As such, it can be beneficial for consultants and clients to address terms such as the duty of confidentiality when handling sensitive information. You can specify in your agreement whether or not a consultant is required to keep information confidential for an indefinite period of time, until the end of the agreement, or (if it's not relevant) not at all. It's important to consider how a company may be affected if confidential information is shared publicly. For example, if a competitor learns about your product design before the product is released, they may take that design, improve on it, and release a similar product before you.

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Consulting Agreement

DurationQG

Service is needed for:

Single projectUntil the project is complete

For a fixed termUntil a specified date

IndefinitelyService is ongoing

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CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the "Agreement") is dated this ________ day of ________________, ________.

Client

____________________________________________________

(the "Client")

Consultant

____________________________________________________

(the "Consultant")

BACKGROUND
The Client is of the opinion that the Consultant has the necessary qualifications, experience and abilities to provide consulting services to the Client.
The Consultant is agreeable to providing such consulting services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Consultant (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

Services Provided
The Client hereby agrees to engage the Consultant to provide the Client with the following consulting services (the "Services"):
- _______________________________________________________________
  _______________________________________________________________.
The Services will also include any other consulting tasks which the Parties may agree on. The Consultant hereby agrees to provide such Services to the Client.
Term of Agreement
The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until 11 December 2023, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.
Performance
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Currency
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in AUD (Australian Dollars).
Payment
The Consultant will charge the Client a flat fee of $0.00 for the Services (the "Payment").
The Client will be invoiced when the Services are complete.
Invoices submitted by the Consultant to the Client are due within 30 days of receipt.
In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Consultant will be entitled to pro rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of the Consultant.
The Payment as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Payment.
Reimbursement of Expenses
The Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services.
All expenses must be pre-approved by the Client.
Confidentiality
Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant.
Ownership of Intellectual Property
All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
The Consultant may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Consultant will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.
Return of Property
Upon the expiry or termination of this Agreement, the Consultant will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
Capacity/Independent Contractor
In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
Right of Substitution
Except as otherwise provided in this Agreement, the Consultant may, at the Consultant's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Consultant under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
In the event that the Consultant hires a sub-contractor:
- the Consultant will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Consultant.
- for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Consultant.
Autonomy
Except as otherwise provided in this Agreement, the Consultant will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Consultant will work autonomously and not at the direction of the Client. However, the Consultant will be responsive to the reasonable needs and concerns of the Client.
Equipment
Except as otherwise provided in this Agreement, the Consultant will provide at the Consultant’s own expense, any and all equipment, software, materials and any other supplies necessary to deliver the Services in accordance with the Agreement.
No Exclusivity
The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
Notice
All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
1. ______________________
  ______________________________
2. ______________________
  ______________________________
or to such other address as either Party may from time to time notify the other.
Indemnification
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
Modification of Agreement
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
Time of the Essence
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
Assignment
The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
Entire Agreement
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
Enurement
This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
Titles/Headings
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Gender
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
Governing Law
This Agreement will be governed by and construed in accordance with the laws of the Australian Capital Territory.
Severability
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
Waiver
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this ________ day of ________________, ________.

_______________________________

______________________ (Client)

_______________________________

______________________ (Consultant)

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