Consulting Agreement Template (Free Download)
For advisory engagements billed hourly, monthly or per project. It covers scope, confidentiality, IP, independence and termination. Change the five clauses below before you send it.
5 clauses to change before you send it
1. Scope boundaries
Consulting scope creeps faster than any other work because “advice” has no natural edge. Define what is in scope, what is out, and how out-of-scope work is priced.
2. Time and expenses
State the rate, the increment (e.g. per 15 minutes), the cap on expenses, and whether pre-approval is required. Unbilled time is the most common consultant loss.
3. Confidentiality, both ways
Mutual confidentiality is fairer and easier to sell than one-way. Include what happens to materials after termination.
4. IP in deliverables
Decide who owns frameworks, templates and methods you bring in versus deliverables created for this client. Blanket assignment can quietly give away your product.
5. Independence and non-solicitation
State that you are an independent contractor, and add a limited non-solicitation clause instead of a broad non-compete — broad ones are often unenforceable and scare clients.
Local differences
US: non-competes are restricted or banned in several states; use non-solicitation instead. EU: exclusivity clauses may raise competition issues. UK: check whether the engagement triggers IR35.
What this consulting agreement covers
Scope, fees and expenses, confidentiality, IP, independent-contractor status, non-solicitation, termination and liability.
How to use it
Sign the master agreement once, then attach a short SOW per engagement. That keeps legal review to a minimum while leaving room for changing project scopes.
Frequently asked
Hourly or fixed fee?
Fixed fee for well-defined deliverables, hourly for open-ended advisory. Mixing them without clear boundaries creates disputes.
Should I sign a non-compete?
Prefer a narrow non-solicitation of clients and staff. Broad non-competes are hard to enforce and limit your next engagement.
Who owns my frameworks?
You do — license them to the client for use with the deliverables. Assign only the bespoke output.
Do I need a statement of work?
Yes for anything longer than a month. The agreement sets the rules; the SOW sets the current engagement.
TidyContracts provides general information and starting documents, not legal advice. We are not a law firm and do not create a lawyer-client relationship. Contract law differs by jurisdiction — have a qualified lawyer review anything important.