Consulting Agreement Template and How to Draft One (2026)

What is a consulting agreement, and when do you need one? A consulting agreement is a contract between a client and an independent consultant who provides expert advice or services for a fee, without becoming an employee. You need one whenever you hire outside expertise on a project or retainer basis: a strategy adviser, a technical specialist, a marketing consultant, a fractional executive. It protects both sides by fixing the scope, the fee, who owns the work, and how either party can end the relationship. Below is a consulting agreement template you can copy and adapt, followed by plain-English guidance on how to fill each clause. This is general information, not legal advice. For a high-value or unusual engagement, have a qualified lawyer review your final document. ## Consulting agreement template ```

CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is made on [DATE] BETWEEN: [CLIENT LEGAL NAME], [company registration / address] ("Client") AND [CONSULTANT LEGAL NAME], [registration / address] ("Consultant") 1. SERVICES The Consultant will provide the following services ("Services"): [DESCRIBE SERVICES AND DELIVERABLES] Any work outside this description is out of scope unless agreed in writing by both parties. 2. TERM This Agreement starts on [START DATE] and continues until [END DATE] / until the Services are complete / on a month-to-month basis, unless ended earlier under clause 10. 3. FEES AND EXPENSES The Client will pay the Consultant [AMOUNT and BASIS: fixed fee / [CURRENCY] per hour / per day / monthly retainer]. Invoices are issued [FREQUENCY] and payable within [N] days. Fees are [exclusive / inclusive] of applicable taxes (e.g. GST/VAT). Pre-approved expenses will be reimbursed at cost. 4. INDEPENDENT CONTRACTOR The Consultant is an independent contractor, not an employee of the Client. The Consultant is responsible for their own taxes, statutory contributions and insurance, and is free to work for others, subject to clauses 6 and 7. 5. INTELLECTUAL PROPERTY On full payment, the Consultant assigns to the Client all rights in the deliverables created specifically for the Client under this Agreement. The Consultant keeps ownership of tools, templates and know-how existing before this Agreement ("Background IP") and grants the Client a licence to use them as part of the deliverables. 6. CONFIDENTIALITY Each party will keep the other's confidential information secret, use it only for this engagement, and return or delete it on request. This duty continues for [N] years after this Agreement ends. It does not apply to information that is public, already known, or required to be disclosed by law. 7. NON-SOLICITATION During the Term and for [N] months after, neither party will knowingly solicit the other's employees away from them. [Adapt or delete to suit local law.] 8. WARRANTIES The Consultant will perform the Services with reasonable skill and care and in line with applicable law. The deliverables will not knowingly infringe any third party's intellectual property. 9. LIMITATION OF LIABILITY Neither party is liable for indirect or consequential loss. Each party's total liability is capped at the fees paid in the [N] months before the claim, except for breach of confidentiality, IP infringement, or liability that cannot be limited by law. 10. TERMINATION Either party may end this Agreement on [N] days' written notice. Either party may end it immediately if the other commits a material breach that is not fixed within [N] days of notice, or becomes insolvent. On termination, the Client pays for Services performed up to that date. 11. GOVERNING LAW This Agreement is governed by the laws of [JURISDICTION]. Disputes will be resolved by [courts of [PLACE] / arbitration seated in [PLACE]]. SIGNED: Client: ______________________ Date: __________ Consultant: __________________ Date: __________