Professional Services-Proposals
Consulting Agreement
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Proposal Outline
Consulting Agreement
Parties and key terms
Services and delivery
Services and delivery (continued 2)
Fees and payment
Ownership and confidentiality
Ownership and confidentiality (continued 2)
Risk and liability
Risk and liability (continued 2)
Term and termination
General
General (continued 2)
Schedule 1: Services
Schedule 2: Fees
Signatures
About this template
This consulting agreement template is for advisory work charged by the day, such as workshops, analysis and written recommendations. It covers services, day-rate fees, client decisions, ownership, confidentiality, liability and termination. Independent consultants and consultancies use it once a client has agreed to an engagement.
When to use this agreement
Use it when you are paid for expertise and time rather than a fixed deliverable, for example a strategy engagement or a series of advisory days. It includes a clause making clear that the client remains responsible for its own business decisions.
For fixed-fee projects with defined deliverables, a service agreement is usually a better fit. For an ongoing monthly commitment, consider a retainer agreement.
What the agreement covers
- Services and delivery
- The consultant performs the services with reasonable skill and care, the client supplies information and a contact, and changes need a signed change order.
- Advice and decisions
- The consultant states assumptions and limitations, the client keeps responsibility for decisions, and legal, tax or other regulated advice is excluded unless agreed.
- Fees and payment
- Time is charged at the day rate in the fee schedule, invoiced monthly in arrears, with expenses reimbursed if pre-approved.
- Ownership and confidentiality
- Project materials pass to the client on payment, the consultant keeps its pre-existing tools, and both sides protect confidential information.
- Risk, term and general terms
- Warranties, a disclaimer, a liability cap, mutual indemnities, termination rights, force majeure, an independent relationship clause, and governing law.
Before you send it
- Define the day
- Schedule 2 assumes an eight-hour day. Confirm this and the estimated number of days with the client.
- List the outputs
- In Schedule 1, describe the advisory days, workshops and written recommendations the client should expect.
- Check regulated advice
- If your work touches legal, tax or other regulated areas, review the advice clause carefully.
- Have a lawyer review it
- Ask a lawyer to review the agreement under the governing law and the parties’ jurisdictions.
This guide is general information, not legal advice. Have a lawyer review the agreement for your situation and the governing law before you use it.
Frequently Asked Questions
What should a consulting agreement include?
Scope of services, fees and invoicing, client responsibilities, how advice and decisions are handled, ownership, confidentiality, liability limits, termination and governing law. This template also includes schedules for services and fees.
What is the difference between a consulting agreement and a contractor agreement?
Both cover independent work. A consulting agreement usually focuses on advice and expertise delivered to a client, while a contractor agreement often covers hands-on work, sometimes subcontracted by an agency.
How are consultants paid under this template?
By the day, at the rate in the fee schedule, with an estimate of days. Invoices are issued monthly in arrears and pre-approved expenses are reimbursed at cost with receipts.
Is the consultant responsible for the client’s decisions?
Under this template, no. The consultant states assumptions and limitations, and the client remains responsible for its business decisions. How this applies in a dispute depends on the governing law.
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