Consulting Agreement: Elements, boilerplate template, and optional clauses
What is a Consulting Agreement?
What are the basic elements of a Consulting Agreement?
- Description of services: Details the scope of the consulting services to be provided.
- Payment terms and compensation: Outlines the payment structure, payment schedule, and invoicing procedures.
- Deliverables: Defines the specific deliverables the consultant will produce and the timeline for delivery.
- Term: Specifies the length of the consulting engagement.
- Confidentiality and Non-Disclosure: Obligations for the consultant to keep confidential any proprietary or sensitive information of the client.
- Intellectual Property: Outlines who owns any intellectual property created during the engagement and the licensing terms for any intellectual property.
- Representations and Warranties: Declarations made by the consultant about their qualifications, experience, and ability to perform the services.
- Termination: Sets out the conditions under which the agreement may be terminated by either party.
- Liability and Indemnification: Specifies the liability of the consultant and the client and requires one party to compensate the other for damages arising from the engagement.
- Governing Law and Jurisdiction: Specifies the jurisdiction and governing law for any legal disputes that may arise.
The following boilerplate template can be used on SimpleSignRequest.com
This Consulting Agreement (“Agreement”) is made and entered into on [date] by and between [Consultant], having its principal place of business at [Consultant_address] (“Consultant”), and [Client], having its principal place of business at [Client_address] (“Client”).
Scope of Services
Consultant agrees to provide the services (the “Services”) described in Exhibit A to this Agreement to the Client in accordance with the terms and conditions set forth herein.
Term and Termination
This Agreement shall remain in effect for the term specified in Exhibit A unless terminated earlier by mutual written agreement of the parties or by either party for cause upon written notice to the other party. Either party may terminate this Agreement upon written notice to the other party in the event of a material breach of this Agreement by the other party.
Fees and Payment
Client shall pay Consultant the fees set forth in Exhibit A for the Services. Payment shall be made [state payment terms]. Invoices shall be sent by Consultant to Client [state invoice frequency].
During the term of this Agreement and for a period of [state confidentiality term] thereafter, each party agrees to hold the other party’s Confidential Information (as defined below) in strict confidence and to use such information only in connection with the performance of this Agreement. “Confidential Information” means any and all information, whether oral or written, that is marked as “Confidential” or “Proprietary” or should be reasonably understood to be confidential or proprietary, including, but not limited to, trade secrets, customer lists, financial data, technical information, inventions, know-how, and any other information that the Disclosing Party reasonably considers to be confidential.
All intellectual property rights in any materials created by Consultant in connection with the Services shall be the property of the Client. Consultant hereby assigns to Client all right, title, and interest in and to any such materials.
Consultant is an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
Limitation of Liability
Consultant’s liability for any damages arising out of or related to this Agreement or the Services provided hereunder shall be limited to the fees paid by the Client to the Consultant under this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of [state or jurisdiction].
This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to the subject matter hereof. This Agreement may not be amended except in writing signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Description of Services:
[Insert description of services and any relevant details]
Which clauses might be added to a Consulting Agreement?
In addition to the basic elements, a Consulting Agreement may include additional clauses depending on the nature of the consulting engagement and the specific needs of the parties involved. Some common additional clauses that may be included are:
- Scope of Work: Further details the specific consulting services to be provided, including timelines and milestones.
- Expenses: Specifies which expenses will be reimbursed by the client and the process for submitting and approving expense reports.
- Termination for Convenience: Allows the client to terminate the agreement for any reason upon providing notice to the consultant.
- Termination for Cause: Specifies the conditions under which the agreement may be terminated by the client for cause, such as failure to deliver services in a timely manner or breach of confidentiality obligations.
- Non-Solicitation: Prevents the consultant from soliciting the client’s customers or employees for a specified period of time after the termination of the agreement.
- Non-Competition: Prohibits the consultant from competing with the client in a specific industry or geographic location for a specified period of time after the termination of the agreement.
- Dispute Resolution: Details how any disputes between the parties will be resolved, such as through mediation or arbitration.
- Insurance: Specifies any required insurance coverage for the consultant.
- Independent Contractor Status: Clarifies that the consultant is an independent contractor and not an employee of the client.
- Governing Law and Venue: Specifies the venue for any legal disputes and the governing law to be applied.