ClauseryConsulting agreement
A contract between a consultant and client covering scope of work, fees and payment, deliverables, intellectual property, confidentiality and how to end the engagement. Fill in online and download an editable Word file.
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A consulting agreement defines what the consultant will do, what they will be paid, who owns the work product, and how either side can end the engagement. It sits between the shorter freelance contract (for individual creatives) and a full master service agreement (for repeat B2B work).
Attach a separate statement of work for each project or phase so the master agreement stays stable as the work changes.
What to include#
- Parties and term. Names and addresses of consultant and client, effective date, and whether the engagement is fixed-term or rolling.
- Scope and deliverables. The consulting services, milestones or deliverables, and what is explicitly out of scope — often attached as a statement of work.
- Fees and expenses. Hourly/day rate or fixed fee, retainer amount if any, invoicing cadence, NET terms, and which expenses are reimbursable with receipts.
- IP and confidentiality. Who owns deliverables on payment, whether the consultant retains a licence to pre-existing tools or methods, and mutual confidentiality.
- Liability and termination. Indemnity, a reasonable liability cap, notice period for termination (commonly 14–30 days), and immediate-termination grounds.
How to fill it in#
Step 1: Describe the scope clearly
Write the services, deliverables and milestones in plain English. Reference a proposal or SOW for detailed phases.
Step 2: Set fees and invoicing
Choose hourly/day rate or fixed fee, set invoicing cadence and payment deadline, and specify accepted payment methods.
Step 3: Allocate IP
State that deliverables transfer to the client on full payment, and that the consultant keeps rights to generic tools and methodologies.
Step 4: Add confidentiality and non-solicit
Add mutual NDA language if needed and a short non-solicit of the client's staff if relevant.
Step 5: Sign and store
Both sides sign (e-signature works). Each party keeps a copy with any attached SOWs or change orders.
Related templates and guides
Questions
Is a consulting agreement different from a freelance contract?
Freelance contracts tend to be shorter and for creative/individual work; consulting agreements add more detail on deliverables, IP ownership, indemnity and confidentiality.
Can I use one agreement for multiple projects?
Yes — sign this as a master agreement and attach a new statement of work per project so you do not have to re-sign the full contract each time.
Do consultants need their own LLC?
Not legally required in most places, but many consultants contract through a limited company for liability protection and tax treatment.
Who owns the work?
By default the consultant owns copyright as author; clients should receive an IP assignment of deliverables on full payment via a clause in this agreement.
Can I terminate early?
Most consulting agreements let either side give 14–30 days written notice, with immediate termination for material breach or non-payment.
These are general templates, not legal or tax advice. Have anything unusual reviewed for your jurisdiction.