Free Consulting Agreement

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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 SGD (Singapore Dollars).
  10. Payment
  11. The Consultant will charge the Client a flat fee of S$__________ for the Services (the "Payment").
  12. The Consultant will invoice the Client when the Services are complete.
  13. Invoices submitted by the Consultant to the Client are due within 30 days of receipt.
  14. The Payment as stated in this Agreement does not include GST, or other applicable duties as may be required by law. Any GST and duties required by law will be charged to the Client in addition to the Payment.
  15. Reimbursement of Expenses
  16. The Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services.
  17. All expenses must be pre-approved by the Client.
  18. Confidentiality
  19. 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.
  20. 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 authorized 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.
  21. 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.
  22. Ownership of Intellectual Property
  23. 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.
  24. 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 unauthorized use of the Intellectual Property.
  25. Return of Property
  26. 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.
  27. Capacity/Independent Contractor
  28. 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.
  29. Right of Substitution
  30. 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.
  31. In the event that the Consultant hires a sub-contractor:
    • the Consultant will pay the sub-contractor for its services and the Payment 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.
  32. Autonomy
  33. 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.
  34. Equipment
  35. 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.
  36. No Exclusivity
  37. 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.
  38. Notice
  39. 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:
    • ______________________
      ______________________________
    • ______________________
      ______________________________

    or to such other address as either Party may from time to time notify the other.

  40. Indemnification
  41. 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.
  42. Modification of Agreement
  43. 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 authorized representative of each Party.
  44. Time of the Essence
  45. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
  46. Assignment
  47. 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.
  48. Entire Agreement
  49. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
  50. Enurement
  51. 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.
  52. Titles/Headings
  53. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
  54. Gender
  55. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  56. Governing Law
  57. This Agreement will be governed by and construed in accordance with the laws of Singapore.
  58. Severability
  59. 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.
  60. Waiver
  61. 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 May 25, 2022

What is a Consulting Agreement?

A Consulting Agreement, also known as a consultancy agreement, is a contract between a consultant and a client that outlines the terms of their professional relationship. With this agreement, both parties can clearly define their rights and responsibilities during a work project, including details of the services provided and payment information.

What is the purpose of a consultant?

Clients often hire consultants for their expertise and knowledge in a particular field, including, but not limited to, product sales, information technology (IT), workplace safety, and business management. A consultant often provides guidance to companies looking to improve their processes and expand their business.

How do I write a Consulting Agreement?

You can use LawDepot’s Consulting Agreement template to quickly create a document that’s unique to your situation but also covers important legal terms for professional service providers. You can be as comprehensive or straightforward as you’d like. Simply answer a set of questions to customise your Consulting Contract.

The information you’ll need to write a Consulting Agreement includes:

1. Consulting details

Write a description of the consultant’s services. For example, a business management consultant might identify projects, scope potential business solutions, and coordinate sales efforts between sales representatives.

You should also include the consultant’s name (or their company name if applicable) and address.

2. Client details

Include the client’s name (or company name if applicable) and address.

3. Payment information

Give details about the consultant’s remuneration or payment (a flat fee or an hourly rate) and whether or not they require a retainer fee. You can also specify when payments are due, such as when services are complete or at certain stages (e.g., project milestones).

The consultant may also address late payments by setting an interest rate on unpaid sums.

4. Expenses and ending the contract early

A client may agree to reimburse a consultant for expenses during a project. In this case, 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 for a given period.

If the Consulting Agreement has a fixed term, the parties can also address whether either party can end the contract early. If so, you must specify how many days of notice are needed.

5. Intellectual property and confidentiality

Many consultants produce or need access to intellectual property (IP) (i.e., a product of the mind that has commercial value). For example, creative works such as blueprints, custom software, logos, or advertisements are considered IP. As such, it’s important to state whether the client or the consultant will retain exclusive ownership rights to the IP.

Without an agreement, the client that paid for the work will typically keep ownership rights. However, some consultants may choose to retain ownership if the IP is a “tool of the trade” (i.e., a skill or piece of equipment needed to complete a job).

For example, a software developer may use a unique computer program to build a new app for a client. The computer program gives the developer a competitive edge, so they keep rights to the program but surrender the rights to the newly designed app. In this case, the consultant owner of the intellectual property may retain ownership but grant the client a limited licence to use the computer program to implement the app.

Furthermore, you should specify whether any IP or other sensitive information is confidential. If so, state how long the duty of confidentiality should last (e.g., until the end of the agreement or indefinitely).

6. Additional clauses

If there are any terms that are unique to your situation, you can address them using the additional clause section of LawDepot’s Consulting Agreement template. 

How do I protect myself as a consultant?

A written contract is an essential tool for protecting both the client’s and the consultant’s best interests in a business agreement. To help prevent disputes, a contract addresses important terms of engagement that could easily be overlooked in a verbal agreement. Further, if a legal dispute arises, either party can use the contract as evidence in court to prove their rights and responsibilities.

For freelance consultants or for those who specialise in business management, be sure to register for the appropriate certifications, licences, or permits to run your business in Singapore. Having the right legal qualifications safeguards your reputation and allows you to operate your business smoothly.

Can a consultant terminate a contract?

If—for whatever reason—you need to exit the agreement before its end date, you can specify the terms for the termination in your Consulting Agreement.

For example, the contract may state that the terminating party must send written notice within a certain time period (which may vary depending on the length of the contract). Our template provides information to help you decide what period is appropriate for your situation.

If any work was accomplished before the cancellation, the consultant is typically entitled to pro-rata payment (i.e., dividing the agreed-upon payment in proportion to the amount of work that was completed). LawDepot’s Consulting Agreement template includes a term for early-termination payments when applicable.

Related documents

  • Non-Disclosure Agreement: Use this contract if you need to protect new information that a consultant encounters during the course of work and that is not already covered in the Consulting Agreement.
  • Employment Agreement: Use this contract when hiring a full-time or part-time employee.
  • Independent Contractor Agreement: Use this contract to outline the terms of a working relationship between an independent contractor and a client.
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