Consulting Agreement

Overview of Consulting Agreement

A Consulting Agreement is a legally binding contract between a consultant or consulting firm and a client that defines the scope of consulting services, compensation terms, deliverables, confidentiality obligations, and intellectual property rights. This agreement establishes clear expectations for both parties, protects proprietary information, allocates risks appropriately, and provides legal remedies in case of disputes. It serves as the foundation for a professional consulting relationship while ensuring both parties understand their rights and responsibilities.

Why You Need a Professional Consulting Agreement

A consulting agreement is essential for protecting both consultants and clients in professional service relationships. It prevents misunderstandings about scope, deliverables, and payment, protects confidential business information and trade secrets, clearly defines ownership of intellectual property and work product, limits liability exposure for both parties, and provides legal recourse if disputes arise. Without a properly drafted consulting agreement, both consultants and clients face significant risks including scope creep, payment disputes, IP ownership conflicts, confidentiality breaches, and costly litigation.

CONSULTING AGREEMENT FREE TEMPLATE

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is entered into as of [Date] (the “Effective Date”), by and between:

CLIENT:
[Client Legal Name], a [corporation/LLC/partnership/individual] organized under the laws of [State/Country], with its principal place of business at [Address] (the “Client”)

AND

CONSULTANT:
[Consultant Legal Name], a [corporation/LLC/individual] organized under the laws of [State/Country], with its principal place of business at [Address] (the “Consultant”)

Client and Consultant are collectively referred to as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, Client desires to retain Consultant to provide certain consulting services as described herein;

WHEREAS, Consultant represents that it possesses the necessary expertise, experience, and qualifications to provide such services;

WHEREAS, the Parties desire to set forth the terms and conditions governing their consulting relationship;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. CONSULTING SERVICES

1.1 Scope of Services. Consultant agrees to provide consulting services to Client as described in this Section and any attached Statement of Work (the “Services”). The Services shall include but not be limited to:

(a) [Detailed description of primary consulting services to be provided, including specific deliverables, methodologies, and expected outcomes]

(b) [Additional services or service categories with clear definitions of scope and boundaries]

(c) [Any specialized expertise, analysis, recommendations, or reports to be delivered]

(d) [Regular meetings, presentations, or communications included in the scope]

The specific scope, deliverables, timelines, and acceptance criteria for the Services may be further detailed in one or more Statements of Work attached as exhibits to this Agreement. Each Statement of Work shall be deemed incorporated into and governed by the terms of this Agreement.

1.2 Performance Standards. Consultant shall perform the Services in a professional and workmanlike manner consistent with industry standards applicable to similar services. Consultant shall devote such time, attention, and energy as may be reasonably necessary to fulfill its obligations under this Agreement. All Services shall be performed by qualified personnel with appropriate expertise and experience.

1.3 Client Cooperation. Client agrees to provide Consultant with reasonable access to Client personnel, facilities, information, and resources necessary for Consultant to perform the Services effectively. Client shall respond promptly to Consultant inquiries and requests for information, decisions, or approvals. Client acknowledges that delays in providing necessary cooperation may impact project timelines and deliverables.

1.4 Changes to Scope. Any changes to the scope of Services must be agreed upon in writing by both Parties through an amendment to this Agreement or an updated Statement of Work. Changes that materially increase Consultant’s obligations may result in adjustments to compensation and timelines as mutually agreed.

1.5 Subcontracting. Consultant [may/may not] engage subcontractors to perform portions of the Services, provided that Consultant obtains Client’s prior written approval for any subcontractor, Consultant remains fully responsible for all subcontractor work, and all subcontractors are bound by confidentiality and other obligations no less restrictive than those contained herein.

2. TERM AND TERMINATION

2.1 Term. This Agreement shall commence on the Effective Date and continue for a period of [duration] (the “Initial Term”), unless earlier terminated in accordance with this Section. Upon expiration of the Initial Term, this Agreement shall [automatically renew for successive periods of [duration] / terminate unless renewed by written agreement / convert to month-to-month basis].

2.2 Termination for Convenience. Either Party may terminate this Agreement for any reason upon [number] days’ prior written notice to the other Party. Upon such termination, Client shall pay Consultant for all Services satisfactorily performed through the effective date of termination, including reimbursable expenses incurred.

2.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within [number] days after receiving written notice specifying the breach. Material breaches include but are not limited to failure to pay amounts due, breach of confidentiality obligations, or failure to perform Services in accordance with agreed standards.

2.4 Termination for Insolvency. Either Party may terminate this Agreement immediately upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, enters receivership or liquidation, or ceases to conduct business in the ordinary course.

2.5 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) Consultant shall immediately cease performing Services except as necessary to effect orderly transition; (b) Consultant shall deliver to Client all work product, materials, and Client property in Consultant’s possession; (c) Client shall pay Consultant all undisputed amounts due for Services performed and expenses incurred through the effective date of termination; (d) all provisions of this Agreement that by their nature should survive termination shall continue in effect, including confidentiality, intellectual property, indemnification, limitation of liability, and dispute resolution provisions.

2.6 Return of Materials. Within [number] days of termination, each Party shall return or destroy all Confidential Information of the other Party in its possession or control, except that each Party may retain one copy for legal compliance purposes subject to continuing confidentiality obligations.

3. COMPENSATION AND PAYMENT TERMS

3.1 Consulting Fees. Client shall pay Consultant for the Services as follows:

Fee Structure: [Select applicable structure]

(a) Fixed Fee: A total fixed fee of $[amount] for all Services described herein, payable according to the following schedule: [payment milestones and amounts]

(b) Hourly Rate: $[amount] per hour for Services performed, with total fees not to exceed $[maximum amount] without Client’s prior written approval. Consultant shall track all time in [increment] increments.

(c) Monthly Retainer: $[amount] per month, payable in advance on the first day of each month, covering up to [number] hours of Services per month. Additional hours beyond the retainer shall be billed at $[amount] per hour.

(d) Project-Based: Fees as specified in each Statement of Work based on project scope, deliverables, and estimated effort.

(e) Success Fee: [If applicable] In addition to base fees, Consultant shall be entitled to success fees or performance bonuses as follows: [success criteria and payment amounts]

3.2 Expenses. Client shall reimburse Consultant for reasonable, documented, pre-approved out-of-pocket expenses incurred in connection with performing the Services, including but not limited to travel, accommodation, materials, and other direct costs. Expenses exceeding $[amount] require Client’s prior written approval. Consultant shall submit expense receipts with invoices. [Client may provide expense policy guidelines that Consultant must follow.]

3.3 Invoicing. Consultant shall submit invoices to Client [monthly/bi-weekly/upon completion of milestones] detailing Services performed, hours worked (if applicable), expenses incurred, and amounts due. Invoices shall include sufficient detail for Client to verify Services performed and approve payment.

3.4 Payment Terms. Client shall pay all undisputed invoice amounts within [number] days of invoice date. Payments shall be made by [wire transfer/check/ACH/credit card] to the account designated by Consultant. Late payments shall accrue interest at the rate of [percentage]% per month or the maximum rate permitted by law, whichever is less.

3.5 Disputed Amounts. If Client disputes any invoice amount, Client shall notify Consultant in writing within [number] days of invoice date, specifying the disputed amount and basis for dispute. Client shall pay all undisputed amounts by the due date. The Parties shall work in good faith to resolve disputed amounts promptly.

3.6 Taxes. All fees are exclusive of applicable taxes. Client shall be responsible for all sales, use, value-added, and similar taxes arising from Services provided under this Agreement, excluding taxes based on Consultant’s income. Consultant shall invoice and Client shall pay all applicable taxes unless Client provides a valid tax exemption certificate.

3.7 Fee Adjustments. Consultant may adjust fees annually upon [number] days’ written notice to Client, reflecting changes in market rates, cost of living adjustments, or increased scope of services. Fee adjustments do not apply retroactively to Services already performed or committed.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Definitions. For purposes of this Agreement:

(a) “Work Product” means all deliverables, reports, analyses, recommendations, documents, software, inventions, creations, and other materials prepared or developed by Consultant specifically for Client in the course of performing Services under this Agreement.

(b) “Pre-Existing IP” means intellectual property owned by or licensed to Consultant prior to the Effective Date or developed independently of this Agreement.

(c) “Client Materials” means all materials, information, data, and intellectual property provided by Client to Consultant for use in performing the Services.

4.2 Ownership of Work Product. [Select applicable option]

Option A – Work for Hire: All Work Product shall be considered “work made for hire” under applicable copyright law and shall be the sole and exclusive property of Client. To the extent any Work Product does not qualify as work made for hire, Consultant hereby assigns to Client all right, title, and interest in and to such Work Product, including all intellectual property rights therein.

Option B – License to Client: Consultant retains ownership of all Work Product but grants to Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, distribute, and create derivative works from the Work Product for Client’s business purposes.

Option C – Shared Ownership: Consultant and Client shall jointly own all Work Product, with each Party having the right to use, license, and exploit the Work Product without accounting to the other Party, subject to confidentiality obligations.

4.3 Pre-Existing IP. Consultant retains all rights in Pre-Existing IP. To the extent Pre-Existing IP is incorporated into Work Product, Consultant grants Client a non-exclusive, royalty-free license to use such Pre-Existing IP solely as incorporated in the Work Product and for the purposes contemplated by this Agreement.

4.4 Client Materials. Client retains all ownership rights in Client Materials. Client grants Consultant a limited, non-exclusive license to use Client Materials solely for purposes of performing the Services during the term of this Agreement.

4.5 Moral Rights. Consultant irrevocably waives any moral rights, rights of attribution, or similar rights in the Work Product to the extent permitted by applicable law.

4.6 Further Assurances. Consultant agrees to execute any documents and take any actions reasonably necessary to perfect Client’s ownership rights in Work Product, including execution of copyright assignments, patent applications, or other registrations. This obligation survives termination of this Agreement.

4.7 Portfolio Use. [If applicable] Consultant may include a general description of the Services and work performed in Consultant’s portfolio, marketing materials, or case studies, provided that such use does not disclose Client Confidential Information without prior written consent.

5. CONFIDENTIALITY

5.1 Definition of Confidential Information. “Confidential Information” means all non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes but is not limited to business plans, financial information, customer lists, technical data, trade secrets, product roadmaps, pricing information, marketing strategies, proprietary processes, and any information about the Services or this Agreement.

5.2 Exceptions. Confidential Information does not include information that: (a) was publicly available at the time of disclosure or becomes publicly available through no breach by Receiving Party; (b) was rightfully known to Receiving Party prior to disclosure without confidentiality obligations; (c) is rightfully received from a third party without breach of confidentiality obligations; (d) is independently developed by Receiving Party without use of or reference to Confidential Information; or (e) is approved for release by written authorization of Disclosing Party.

5.3 Confidentiality Obligations. Receiving Party shall: (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted herein; (c) use Confidential Information solely for purposes of performing obligations or exercising rights under this Agreement; and (d) limit access to Confidential Information to employees, contractors, and advisors who need to know and are bound by confidentiality obligations no less restrictive than those contained herein.

5.4 Required Disclosure. If Receiving Party is compelled by law, regulation, or court order to disclose Confidential Information, Receiving Party shall: (a) promptly notify Disclosing Party to enable Disclosing Party to seek protective orders or other remedies; (b) cooperate with Disclosing Party’s efforts to limit disclosure; and (c) disclose only the minimum Confidential Information legally required.

5.5 Return of Confidential Information. Upon termination of this Agreement or upon Disclosing Party’s request, Receiving Party shall promptly return or destroy all Confidential Information in its possession or control, except one copy may be retained for legal compliance purposes subject to continuing confidentiality obligations.

5.6 Survival. The confidentiality obligations under this Section shall survive termination of this Agreement for a period of [number] years, except that obligations regarding trade secrets shall continue for as long as such information remains a trade secret under applicable law.

5.7 Equitable Relief. Receiving Party acknowledges that breach of confidentiality obligations may cause irreparable harm for which monetary damages are inadequate. Disclosing Party shall be entitled to seek injunctive relief and specific performance without the necessity of proving actual damages or posting bond.

6. REPRESENTATIONS AND WARRANTIES

6.1 Consultant Representations and Warranties. Consultant represents and warrants that:

(a) Authority: Consultant has full power and authority to enter into and perform this Agreement, and execution and performance do not conflict with any other agreements or obligations.

(b) Qualifications: Consultant possesses the necessary skills, expertise, experience, licenses, and qualifications to perform the Services in a professional manner.

(c) Quality of Services: Services will be performed in a professional and workmanlike manner consistent with industry standards and in compliance with applicable laws and regulations.

(d) No Conflicts: Performance of Services does not and will not violate any confidentiality, non-compete, or other obligations to third parties.

(e) Original Work: Work Product will be original work of Consultant (except Pre-Existing IP and Client Materials) and will not infringe intellectual property rights of third parties.

(f) No Litigation: There is no litigation, investigation, or proceeding pending or threatened that would impair Consultant’s ability to perform the Services.

6.2 Client Representations and Warranties. Client represents and warrants that:

(a) Authority: Client has full power and authority to enter into and perform this Agreement.

(b) Client Materials: Client owns or has sufficient rights to Client Materials to grant licenses necessary for Consultant to perform Services.

(c) Accurate Information: All information provided to Consultant is accurate and complete to the best of Client’s knowledge.

(d) Compliance: Client’s business operations comply with applicable laws and regulations.

6.3 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, CONSULTANT PROVIDES SERVICES AND WORK PRODUCT “AS IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. CONSULTANT DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT WORK PRODUCT WILL ACHIEVE ANY PARTICULAR RESULTS.

6.4 Services Are Advisory. Client acknowledges that Consultant’s Services are advisory in nature and that Client retains sole responsibility for business decisions and actions taken based on Consultant’s recommendations. Consultant is not responsible for Client’s implementation of recommendations or results achieved.

7. INDEMNIFICATION

7.1 Consultant Indemnification. Consultant shall indemnify, defend, and hold harmless Client and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to: (a) breach of Consultant’s representations, warranties, or obligations under this Agreement; (b) negligence or willful misconduct in performance of Services; (c) infringement of third party intellectual property rights by Work Product (excluding materials provided by Client); or (d) violation of applicable laws by Consultant in performing Services.

7.2 Client Indemnification. Client shall indemnify, defend, and hold harmless Consultant and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to: (a) breach of Client’s representations, warranties, or obligations under this Agreement; (b) infringement of third party rights by Client Materials; (c) Client’s use of Work Product in manner not authorized by this Agreement; or (d) Client’s business operations and decisions made based on Consultant’s recommendations.

7.3 Indemnification Procedures. The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim subject to indemnification; (b) grant the indemnifying party sole control of defense and settlement, provided the indemnifying party may not settle any claim admitting liability of the indemnified party without consent; and (c) reasonably cooperate in defense at indemnifying party’s expense. Failure to provide prompt notice shall not relieve indemnification obligations except to the extent prejudiced by delay.

7.4 Exclusive Remedy. Indemnification under this Section constitutes the sole and exclusive remedy for third party claims covered by indemnification obligations, except for breaches of confidentiality for which injunctive relief remains available.

8. LIMITATION OF LIABILITY

8.1 Consequential Damages Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Liability Cap. EXCEPT FOR OBLIGATIONS THAT CANNOT BE LIMITED BY LAW (INCLUDING CONFIDENTIALITY BREACHES, INTELLECTUAL PROPERTY INFRINGEMENT, AND INDEMNIFICATION OBLIGATIONS), EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED [THE TOTAL FEES PAID OR PAYABLE TO CONSULTANT IN THE [SIX/TWELVE] MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY / $[SPECIFIC AMOUNT]].

8.3 Exceptions to Limitations. The limitations in this Section do not apply to: (a) either Party’s breach of confidentiality obligations; (b) either Party’s indemnification obligations; (c) Consultant’s infringement of third party intellectual property rights; (d) either Party’s gross negligence or willful misconduct; or (e) either Party’s violation of applicable law.

8.4 Essential Terms. The Parties acknowledge that the limitations of liability in this Section are essential elements of the bargain between the Parties and that fees have been set in reliance on these limitations. If any limitation is found unenforceable, the Parties agree to substitute a limitation that approximates the economic effect intended.

9. INDEPENDENT CONTRACTOR RELATIONSHIP

9.1 Independent Contractor Status. Consultant is an independent contractor and not an employee, partner, agent, or joint venturer of Client. Nothing in this Agreement creates an employment, partnership, agency, or joint venture relationship between the Parties.

9.2 No Authority. Consultant has no authority to bind Client or make commitments on Client’s behalf. Consultant shall not represent itself as an employee or agent of Client and shall not make any representations or warranties on behalf of Client without express written authorization.

9.3 Control of Work. Consultant retains sole control over the manner and means of performing Services, subject to achieving results specified in this Agreement. Client’s right to control is limited to specifying desired results and evaluating whether Services meet agreed standards.

9.4 Taxes and Benefits. Consultant is responsible for all taxes, insurance, and benefits associated with fees paid under this Agreement. Client will not withhold income taxes, social security, unemployment insurance, or workers’ compensation for Consultant. Consultant shall indemnify Client for any claims arising from misclassification of the relationship.

9.5 Own Resources. Consultant shall provide all tools, equipment, and resources necessary to perform Services at its own expense, except as specifically agreed in writing. Client is not obligated to provide office space, equipment, supplies, or administrative support unless expressly agreed.

9.6 Other Clients. Consultant is free to provide services to other clients during the term of this Agreement, provided such services do not: (a) breach confidentiality obligations to Client; (b) create conflicts of interest; (c) compete directly with Client during the term; or (d) interfere with Consultant’s ability to perform Services under this Agreement.

10. NON-COMPETE AND NON-SOLICITATION

10.1 Non-Competition. [If applicable] During the term of this Agreement and for [number] months thereafter, Consultant shall not, directly or indirectly, engage in any business or activity that competes with Client’s business within [geographic area/market segment/industry sector]. This restriction applies whether Consultant acts as employee, consultant, owner, partner, or in any other capacity. Passive investment of less than [percentage]% in publicly traded companies does not violate this restriction.

10.2 Non-Solicitation of Employees. During the term of this Agreement and for [number] months thereafter, Consultant shall not, directly or indirectly, solicit, recruit, hire, or attempt to hire any employee of Client, or encourage any employee to terminate employment with Client. This restriction applies to all employees with whom Consultant had contact or about whom Consultant obtained information during the engagement.

10.3 Non-Solicitation of Customers. During the term of this Agreement and for [number] months thereafter, Consultant shall not, directly or indirectly, solicit business from or provide services competitive with the Services to any customer or prospective customer of Client with whom Consultant had contact or about whom Consultant obtained Confidential Information during the engagement.

10.4 Non-Interference. Consultant shall not take any action that interferes with or disrupts Client’s relationships with its customers, suppliers, partners, or employees, or that damages Client’s business reputation or goodwill.

10.5 Reasonableness. The Parties acknowledge that the restrictions in this Section are reasonable and necessary to protect Client’s legitimate business interests. If any restriction is found unreasonable, the Parties agree it shall be modified to the maximum extent enforceable rather than invalidated entirely.

10.6 Remedies. Consultant acknowledges that breach of this Section would cause irreparable harm for which monetary damages are inadequate. Client shall be entitled to seek injunctive relief and specific performance without the necessity of proving actual damages or posting bond, in addition to other available remedies.

11. INSURANCE

11.1 Required Coverage. Consultant shall obtain and maintain throughout the term of this Agreement the following insurance coverage with insurers reasonably acceptable to Client:

(a) Professional Liability Insurance: Coverage of not less than $[amount] per occurrence and $[amount] annual aggregate covering errors, omissions, and negligent acts in performing professional services.

(b) General Liability Insurance: Coverage of not less than $[amount] per occurrence and $[amount] annual aggregate covering bodily injury and property damage.

(c) Workers’ Compensation: As required by applicable law for all Consultant employees and contractors.

(d) Cyber Liability Insurance: [If applicable] Coverage of not less than $[amount] covering data breaches, cyber attacks, and technology errors.

11.2 Proof of Insurance. Within [number] days of the Effective Date and annually thereafter, Consultant shall provide Client with certificates of insurance evidencing required coverage. Certificates shall name Client as additional insured on general liability policies and provide that coverage may not be canceled or materially modified without [number] days’ prior written notice to Client.

11.3 No Limitation. Insurance requirements do not limit Consultant’s liability or indemnification obligations under this Agreement.

12. DISPUTE RESOLUTION

12.1 Negotiation. Before initiating formal dispute resolution proceedings, the Parties shall attempt in good faith to resolve any dispute arising from this Agreement through direct negotiation between senior executives with authority to settle. Either Party may initiate negotiations by providing written notice describing the dispute. Executives shall meet within [number] days and attempt to resolve the dispute within [number] days thereafter.

12.2 Mediation. If negotiation does not resolve the dispute, the Parties shall submit the dispute to non-binding mediation before a mutually acceptable mediator or, if the Parties cannot agree, a mediator appointed by [mediation organization] in [location]. The Parties shall share mediation costs equally. Either Party may initiate mediation by written notice, and mediation shall commence within [number] days. Each Party shall participate in mediation in good faith for at least [number] days before pursuing other remedies.

12.3 Arbitration. [If applicable] Any dispute not resolved through negotiation and mediation shall be finally resolved by binding arbitration administered by [American Arbitration Association/JAMS/other] under its [Commercial Arbitration Rules] then in effect. Arbitration shall be conducted by [one/three] arbitrator(s) selected in accordance with such rules. Arbitration shall be conducted in [location] and judgment on the award may be entered in any court having jurisdiction.

12.4 Litigation. [If arbitration not required] Any dispute not resolved through negotiation and mediation may be resolved through litigation in the state and federal courts located in [location], and the Parties consent to exclusive jurisdiction and venue in such courts.

12.5 Confidentiality. All negotiations, mediations, and arbitrations shall be confidential. The Parties shall not disclose the existence, content, or results of dispute resolution proceedings except as required by law or to enforce any settlement or award.

12.6 Continued Performance. Except for payment disputes or breaches of confidentiality, the Parties shall continue performing their obligations under this Agreement during dispute resolution proceedings unless the Agreement has been terminated.

12.7 Equitable Relief. Nothing in this Section prevents either Party from seeking preliminary injunctive relief or other equitable remedies in court for breaches of confidentiality, intellectual property, or restrictive covenants, which require immediate relief to prevent irreparable harm.

13. GENERAL PROVISIONS

13.1 Entire Agreement. This Agreement, including all exhibits and attachments, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior negotiations, representations, agreements, and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both Parties.

13.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

13.3 Severability. If any provision of this Agreement is found invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from this Agreement. The remaining provisions shall continue in full force and effect.

13.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. Waiver of any breach shall not constitute waiver of any other breach or continuing breach.

13.5 Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder without the other Party’s prior written consent, except that either Party may assign to a successor in a merger, acquisition, or sale of substantially all assets, provided the assignee agrees to be bound by this Agreement. Any attempted assignment in violation of this Section is void.

13.6 Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses specified above by: (a) personal delivery (effective upon delivery); (b) overnight courier (effective one business day after sending); (c) certified or registered mail, return receipt requested (effective three business days after mailing); or (d) email with confirmation of receipt (effective upon confirmation). Either Party may change its notice address by providing written notice.

13.7 Force Majeure. Neither Party shall be liable for failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, government actions, labor disputes, or interruption of utilities or communications, provided that the affected Party promptly notifies the other Party and uses reasonable efforts to minimize impact. If force majeure continues for more than [number] days, either Party may terminate this Agreement upon written notice.

13.8 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument. Electronic signatures and electronically delivered copies shall have the same force and effect as original signatures and documents.

13.9 Survival. Provisions that by their nature should survive termination or expiration of this Agreement shall survive, including confidentiality, intellectual property, indemnification, limitation of liability, dispute resolution, and general provisions.

13.10 Relationship to Other Agreements. This Agreement does not supersede or affect any separate non-disclosure, confidentiality, or other agreements between the Parties, which shall remain in full force and effect.

13.11 Interpretation. This Agreement shall be construed fairly according to its terms and not strictly for or against either Party. Section headings are for convenience only and do not affect interpretation.

13.12 Expenses. Each Party shall bear its own costs and expenses in connection with this Agreement, except as expressly provided herein.

EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Consulting Agreement as of the Effective Date.

CLIENT:

[Client Legal Name]

By: _________________________________
Name: _________________________________
Title: _________________________________
Date: _________________________________

CONSULTANT:

[Consultant Legal Name]

By: _________________________________
Name: _________________________________
Title: _________________________________
Date: _________________________________

EXHIBIT A: STATEMENT OF WORK

Project Title: [Project Name]

Objectives: [Detailed project objectives and expected outcomes]

Deliverables:

1. [Specific deliverable with description and specifications]
2. [Additional deliverables with acceptance criteria]
3. [Reports, presentations, or other materials to be provided]

Timeline and Milestones:

• Milestone 1: [Description] – [Date]
• Milestone 2: [Description] – [Date]
• Final Completion: [Date]

Resources and Support:

• Client to provide: [Resources, access, information, personnel]
• Consultant to provide: [Tools, expertise, staffing, materials]

Acceptance Criteria: [Specific criteria Client will use to evaluate and accept deliverables]

Payment Schedule: [Payment amounts and timing tied to milestones or deliverables]

Consulting Agreement FAQs

1. What is a consulting agreement and when do I need one?

A consulting agreement is a legally binding contract that defines the relationship between a consultant or consulting firm and a client, specifying the services to be provided, compensation, deliverables, and other terms. You need one whenever you engage an independent consultant or provide consulting services professionally. It protects both parties by clarifying expectations, preventing scope creep, establishing ownership of work product, protecting confidential information, and providing legal recourse if problems arise. Without a written agreement, you risk disputes over payments, deliverables, intellectual property ownership, and liability issues that can damage business relationships and result in costly litigation.