Free Consulting Agreement

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Consulting Agreement

Billing Details


Billing Details

The Client will be billed:



a flat fee


exclusive of sales tax





Your Consulting Agreement

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CONSULTING AGREEMENT

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

Client

____________________________________________________
(the "Client")

Consultant

____________________________________________________
(the "Consultant")
  1. BACKGROUND
  2. The Client is of the opinion that the Consultant has the necessary qualifications, experience and abilities to provide consulting services to the Client.
  3. 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:

  1. Services Provided
  2. The Client hereby agrees to engage the Consultant to provide the Client with the following consulting services (the "Services"):
    • _______________________________________________________________
      _______________________________________________________________.

  3. 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.
  4. Term of Agreement
  5. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
  6. Performance
  7. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
  8. Currency
  9. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in INR (Indian Rupees).
  10. Payment
  11. The Consultant will charge the Client a flat fee of ₹0.00 for the Services (the "Payment").
  12. The Client will be invoiced when the Services are complete.
  13. Invoices submitted by the Consultant to the Client are due within 30 days of receipt.
  14. 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.
  15. 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.
  16. Reimbursement of Expenses
  17. The Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services.
  18. All expenses must be pre-approved by the Client.
  19. Confidentiality
  20. 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.
  21. 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.
  22. 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.
  23. Ownership of Intellectual Property
  24. 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.
  25. 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.
  26. Return of Property
  27. 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.
  28. Capacity/Independent Contractor
  29. 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.
  30. Right of Substitution
  31. 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.
  32. 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.
  33. Autonomy
  34. 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.
  35. Equipment
  36. 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.
  37. No Exclusivity
  38. 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.
  39. Notice
  40. 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.

  41. Indemnification
  42. 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.
  43. Modification of Agreement
  44. 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.
  45. Time of the Essence
  46. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
  47. Assignment
  48. 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.
  49. Entire Agreement
  50. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
  51. Enurement
  52. 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.
  53. Titles/Headings
  54. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
  55. Gender
  56. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  57. Governing Law
  58. This Agreement will be governed by and construed in accordance with the laws of .
  59. Severability
  60. 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.
  61. Waiver
  62. 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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Last updated July 19, 2022

What is a Consulting Agreement?

A Consulting Agreement is a contract between a consultant and client that outlines the terms of their arrangement. These documents are created when a client hires an expert in a specific area or industry to advise them.

Consulting Agreements should include terms regarding:

  • Description of the services
  • Payments
  • Intellectual property
  • Confidentiality
  • Termination
  • Expenses
  • Indemnity

What is a consultant?

A consultant is a professional with experience who specialises in a particular area. They provide advice and expertise to enable clients to improve their business operations.

They will often observe a company and make recommendations on how to make improvements. If the consultant is hired for a long-term or ongoing arrangement, they might continue to provide their services as their plan is rolled out to see if any adjustments are necessary.

Consultants operate in a wide range of fields, including:

  • Advertising and marketing
  • Computers and technology
  • Compliance (i.e., ensuring companies meet industry regulations and standards)
  • Diversity training
  • Finances
  • Human resources
  • Leadership
  • Legal
  • Real estate
  • Taxes

When should I use a Consulting Agreement?

A clearly written contract establishes the terms and conditions of the service agreement and ensures that the interests of both parties are protected. Having a written contract also guarantees everyone knows what's expected of them. If a dispute occurs, the consultant and client can reference the agreement to clarify any misunderstandings about their arrangement.

Is a Consulting Agreement legally binding?

Yes, a Consulting Agreement is a legally binding document that provides some protection for each party if the other breaches the agreement. Having a written record of the arrangement can save time and money if a misunderstanding or dispute arises.

How do I write a Consulting Agreement?

You can easily create a customised Consulting Agreement by filling out LawDepot's questionnaire. Using our template will ensure you complete the necessary steps:

Step 1: Specify how long the Consulting Agreement will last

Start your Consulting Agreement by specifying how long the agreement will last between the consultant and client. Your options are:

  • Single project: until the project is complete
  • For a fixed term: until a specified date
  • Indefinitely: service is ongoing

Step 2: Provide details about the consultant’s services

Description of the services the consultant is providing the client. It helps to be clear and specific when providing details and include any critical dates and deadlines.

Refer to the parties as "Consultant" and "Client" as these defined terms are used consistently throughout the agreement.

Step 3: Provide the consultant’s and client’s details

Provide details about the consultant and client in your agreement. State whether each party is an individual or company, and include names and addresses.

Step 4: Outline the billing details

Your Consulting Agreement needs to outline important billing details like: 

  • Rate of Pay: Flat rate or hourly, weekly, monthly, etc. The appropriate rate depends on the duration of the contract.
  • Payment Schedule: Whether the consultant will be paid weekly, monthly or at the end of the contract. The appropriate schedule depends on the duration of the contract.
  • Retainer: A reasonable amount is usually 10-50% of the total contract amount
  • Interest rate on late payments: Reasonable late payment charges are up to 25% per year on unpaid sums.

A retainer is a payment the client makes upfront to the consultant before the work begins.

Step 5: Specify the written notice necessary to end the agreement early

A Consulting Agreement for a single project or a fixed term should specify how much notice is required to end the agreement early. Contracts for indefinite periods require a clause that outlines the conditions necessary to terminate the arrangement.

Seven days is typically considered sufficient notice for most short-term contracts. If the arrangement is for more than a few months, 15-30 days' notice is more appropriate.

Step 6: Detail how expenses will be handled

Decide if the client needs to reimburse the consultant for work-related expenses. If so, the agreement also needs to clarify if the consultant requires the client's pre-approval before making purchases.

Step 7: Specify who owns any intellectual property

State whether the client will receive ownership of any intellectual property created under the contract or if the consultant will retain complete ownership.

Intellectual property is any work that's a creation of the mind (e.g., music, logos, blueprints, software, etc.).

Step 8: Decide if the agreement needs a confidentiality clause

Because consultants can receive privileged information about a client due to the services provided, it's sometimes appropriate for a Consultant Agreement to include a confidentiality or non-disclosure clause.

Confidential information is any client's business or personal information that's not publicly available.

Step 9: Write additional clauses into the agreement

Include any additional clauses in your agreement that are relevant to the services the consultant is providing the client.

Step 10: Sign the agreement

Finish your agreement by dating and signing it at the bottom.

The agreement doesn't require witnesses, but it can be a good idea to include them in case the contract's validity is ever challenged.

Related Documents

  • Confidentiality Agreement: Protect sensitive information shared between two parties by prohibiting its disclosure to outside sources.
  • Demand Letter: Request payment for an outstanding debt.
  • Employment Contract: Outline expectations, rights, and responsibilities of an employee.
  • Indemnity Agreement: Protect against any future losses or claims that may result from a particular activity or work project.
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