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Corporation Corp.
‍ Acme LLC.

Corporation Corp.

Acme LLC.

Corporation Corp.

Consulting Agreement Template

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Date: March 8th 2023



Acme LLC.

Corporation Corp.

This Contract is between Client (the "Client") and Acme LLC, a California limited liability company (the "Coach").

The Contract is dated January 23, 2023.


1.1 Project. The Client is hiring the Coach to develop a coaching relationship between the Client and Coach in order to cultivate the Client's personal, professional, or business goals and create a plan to achieve those goals through stimulating and creative interactions with the ultimate result of maximizing the Client's personal or professional potential.

1.2 Schedule. The Coach will begin work on February 1, 2023 and will continue until the work is completed. This Contract can be ended by either Client or Coach at any time, pursuant to the terms of Section 4, Term and Termination.

The Coach and Client will meet by video conference, 4 days per month for 2 hours.

1.3 Payment. The Client will pay the Coach an hourly rate of $150. Of this, the Client will pay the Coach $500.00 (USD) before work begins.

1.4 Expenses. The Client will reimburse the Coach's expenses. Expenses do not need to be pre-approved by the Client.

1.5 Invoices. The Coach will invoice the Client in accordance with the milestones in Section 1.3. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 1.0% per month on the outstanding amount.

1.6 Support. The Coach will not be available by telephone, or email in between scheduled sessions.


- A coaching relationship is a partnership between two or more individuals or entities, like a teacher-student or coach-athlete relationship. Both the Client and Coach must uphold their obligations for the relationship to be successful.

- The Coach agrees to maintain the ethics and standards of behavior established by the International Coaching Federation (ICF).

- The Client acknowledges and agrees that coaching is a comprehensive process that may explore different areas of the Client's life, including work, finances, health, and relationships.

- The Client is responsible for implementing the insights and techniques learned from the Coach.


3.1 Overview. This section contains important promises between the parties.

3.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

3.3 Coach Has Right To Give Client Work Product. The Coach promises that it owns the work product, that the Coach is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Coach uses employees or subcontractors, the Coach also promises that these employees and subcontractors have signed contracts with the Coach giving the Coach any rights that the employees or subcontractors have related to the Coach's background IP and work product.

3.4 Coach Will Comply With Laws. The Coach promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

3.5 Work Product Does Not Infringe. The Coach promises that its work product does not and will not infringe on someone else's intellectual property rights, that the Coach has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Coach has entered into or will enter into with someone else.

3.7 Client-Supplied Material Does Not Infringe. If the Client provides the Coach with material to incorporate into the work product, the Client promises that this material does not infringe on someone else's intellectual property rights.


This Contract is ongoing until it expires or the work is completed. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 9.4. The Coach must immediately stop working as soon as it receives this notice unless the notice says otherwise.

If either party ends this Contract before the Contract automatically ends, the Client will pay the Contractor for the work done up until when the Contract ends. The following sections don't end even after the Contract ends: 3 (Representations); 6 (Confidential Information); 7 (Limitation of Liability); 8 (Indemnity); and 9 (General).


The Client is hiring the Coach as an independent contractor. The following statements accurately reflect their relationship:

- The Coach will use its own equipment, tools, and material to do the work.

- The Client will not control how the job is performed on a day-to-day basis. Rather, the Coach is responsible for determining when, where, and how it will carry out the work.

- The Client will not provide the Coach with any training.

- The Client and the Coach do not have a partnership or employer-employee relationship.

- The Coach cannot enter into contracts, make promises, or act on behalf of the Client.

- The Coach is not entitled to the Client's benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).

- The Coach is responsible for its own taxes.

- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Coach or any of the Coach's employees or subcontractors.


6.1 Overview. This Contract imposes special restrictions on how the Client and the Coach must handle confidential information. These obligations are explained in this section.

6.2 The Client's Confidential Information. While working for the Client, the Coach may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Coach promises to treat this information as if it is the Coach's own confidential information. The Coach may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Coach use a customer list to send out a newsletter, the Coach cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Coach written permission to use the information for another purpose, the Coach may use the information for that purpose, as well. When this Contract ends, the Coach must give back or destroy all confidential information, and confirm that it has done so. The Coach promises that it will not share confidential information with a third party, unless the Client gives the Coach written permission first. The Coach must continue to follow these obligations, even after the Contract ends. The Coach's responsibilities only stop if the Coach can show any of the following: (i) that the information was already public when the Coach came across it; (ii) the information became public after the Coach came across it, but not because of anything the Coach did or didn't do; (iii) the Coach already knew the information when the Coach came across it and the Coach didn't have any obligation to keep it secret; (iv) a third party provided the Coach with the information without requiring that the Coach keep it a secret; or (v) the Coach created the information on its own, without using anything belonging to the Client.

6.3 Third-Party Confidential Information. It's possible the Client and the Coach each have access to confidential information that belongs to third parties. The Client and the Coach each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Coach is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.


Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.


8.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Coach or both. For example, if the Client gets sued for something that the Coach did, then the Coach may promise to come to the Client's defense or to reimburse the Client for any losses.

8.2 Client Indemnity. In this Contract, the Coach agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the Coach has done under this Contract; (ii) a breach by the Coach of its obligations under this Contract; or (iii) a breach by the Coach of the promises it is making in Section 3 (Representations).

8.3 Coach Indemnity. In this Contract, the Client agrees to indemnify the Coach (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.


9.1 Assignment​. This Contract applies only to the Client and the Coach. Neither the Client nor the Coach can assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the other's written permission.

9.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

9.3 Modification; Waiver. To change anything in this Contract, the Client and the Coach must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

9.4. Noticies.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party's address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

9.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that's the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

9.6 Signatures. The Client and the Coach must sign this document using Bonsai's e-signing system. These electronic signatures count as originals for all purposes.

9.7 Governing Law. The validity, interpretation, construction and performance of this document shall be governed by the laws of the United States of America.

9.8 Entire Contract. This Contract represents the parties' final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.



Acme LLC.

Corporation Corp.
Table of contents
Consulting Agreement Template
Use this consulting agreement now for free

What is a Consulting Agreement?

A consulting agreement–or consulting services agreement or contract–is the start of your business relationship with a client. It's a written document that outlines a service agreement between a consultant and a client. 

The consulting agreement is tremendously important as it’s where you'll specify the services you plan to provide, at what rate you’ll provide them, and for how long. This way, both parties have an idea of what the business venture will look like. 

As an independent contractor, you need to ensure that your services will be appropriately valued and remunerated, and that you're legally protected if things go south. A legally-vetted consulting agreement that states the basic information for a project is a strong first step. Then, depending on the governing law, you can create a consulting contract that protects both yourself and your client

By having a consulting services agreement, you're making the best decision you can before even starting the work–and isn't that nice? The best part yet: by making your agreement using an online template, you're saving yourself time, effort, and you're protecting the environment too!

Note: Create your agreement with an easy-to-use and professional online template by signing up for free today. Not only are there agreement and contract templates galore on Bonsai, but there's also a wide variety of business proposals, quotations, and invoice templates to help your business deliver professional looking documents.

how to customize your consulting agreement

What to Include in the Consulting Agreement

Now that you understand what a consulting services agreement is, you might be wondering what sort of information you'll need to include in this legal document before sending it off for written consent. 

Broadly speaking, all agreements have the same basic information. That's why, regardless of if you're a consultant or an architect, you'll need to learn how to write an agreement. However, here we'll focus on the main things you need to make your consulting services agreement complete and concise. 

Here are the essential elements to include in your consulting agreement:

  • Basic information
  • Terms and definitions
  • Services provided
  • Timeline
  • Payment details
  • Intellectual property and confidentiality
  • Non-exclusivity
  • Termination
  • Dispute resolution

Let's dig a little deeper and understand what each section should address:

Contact information

First thing’s first, you need to correctly identify the involved parties—that way there’s no room for confusion or avoidance. State legal names, business addresses, emails, telephones, and any other important details that governing law requires your agreement to have.

This is not only important to know who you’re dealing with—it’s important to be able to identify the parties in case of legal action. It’s always good for the parties to know how to address and reach each other. 

It’s unlikely nowadays that you’re able to just walk a few blocks to your client's office—having this information ensures both parties will communicate through the right platforms and addresses. 

Terms and definitions

Legal terms will be used throughout the entire agreement, so you better make sure both parties acknowledge and understand what those terms mean. 

Without clarifying what the terms and their definitions will be, you might fall into two classic traps:

  • Using language and words that are legally inaccurate and won't hold up in court–if needed and not solidified with a contract. 
  • Using too much legal jargon to the point that no one can understand the document without a trip to law school. 

To avoid these mistakes, you want to check with your legal assessor about the terms you wish to use–make sure they apply to your country or region.

Bonsai top tip: Once you send the agreement to your client, ask them if they agree with the terms and definition section. This way, they see you’re not trying to bamboozle them with some tricky words or ambiguous terms, but that you want to make sure everyone's happy with the language used–look at you being a great business partner right from the start! 

Services provided

Since the agreement is for you to provide consulting services, you need to explain all the services on offer. Make it as detailed as possible by thinking about some key questions:

  • What services are you offering?
  • What must the client provide to enable you to provide your services?
  • What deliverables will the client receive?
  • What services will you not include in a consultation?
  • Are your services only for a specific project or for a particular time period?

Specifying all these details ensures that both the client and the consultant agrees on what’s involved in the business venture. Most importantly, prior to signing the document, all parties involved will have the opportunity to discuss and change these terms of the consultant’s services. 

Maybe when you sent out the proposal or spoke on the phone with your client, they thought you would provide constant support to their company for X amount of time. However, the agreement details it's only for a specific project—they can discuss with you and better define the scope of the contract. 


Depending on the services you'll be providing, you might need to give a specific timeline. Where possible it’s better to give some important dates and timelines, such as when they can expect to receive deliverables or the project completion date. 

Time is precious for every business—the more you show how it will be managed, the better you’ll both be able to plan ahead. 

Payment details

sample payment details of a consulting agreement

As a freelance consultant, you need to ensure that the payment terms, payment schedule, and payment method are clearly stated. This ensures you receive adequate remuneration for your work.

Provide a fee summary: state your services and any reasonable legal fees you need to add. Additionally, depending on the work you'll do for your client, mention how any project-related expenses incurred by the independent contractor will be paid. 

Bonsai top tip: Don't forget to mention when payments are expected, how will late-payments be handled, and the currency you'll be working with. 

Intellectual property and confidentiality 

Depending on the consulting services you provide, you'll need some specific details on how you’ll approach intellectual property and confidential information. 

Ensure you state how IP and confidential information will be handled–some confidentiality agreements are valid even after the consulting services stop. 

Trade secrets and confidential information of businesses are a huge deal, so they need to be taken very seriously. Adding a specific clause for it in your agreement is key for a comprehensive agreement.


If you're a freelance consultant, you might want to work with various clients simultaneously. If this is the case, you'll need a non-exclusivity clause. In it, you'll specify that you’ll be working on other projects and building new business relationships.

Of course, this is only if you plan on working for other clients. If not, adding this section won't be necessary. 


All good things must come to an end. This section outlines how either party can go about prematurely terminating the agreement. It details the terms under which termination is acceptable, and the official process for ending the agreement.

You hopefully won’t need to terminate the agreement, but it’s important to be prepared nonetheless. This gives both you and the client peace of mind.

Dispute resolution

dispute resolution

Everyone that starts a business venture, or a client-consultant relationship is looking to get the most and the best out of the relationship. However, that doesn’t mean things can’t turn sour along the way.

Although you might not think any problems will arise, you can't see the future—a dispute resolution section in your agreement means you don’t have to. It protects you in the case of disagreements and provides details on how any disputes should be handled.

In this section, you'll mention how to resolve issues before going to court. 

After all, it's always best to avoid the courtroom–it isn't worth the hassle, fees, or delays that it entails. 

Governing law

In this section, you have to mention the applicable law of the agreement, from which country, province, or state. This ensures that when the agreement playbook is needed, you know which one to check. 

How to Write a Consulting Agreement

There are two ways for you to write a consulting agreement. You either stare at a blank page and struggle to build it from scratch, or you use a simple consulting agreement template. The second option not only sounds better, but it also saves you precious time and shiny dollars! 

If you’re going to go at it alone, you need to watch out for some common mistakes.

Avoid common mistakes when using an agreement template

Agreement templates, as we've seen, are a great way to save you time and effort when drafting lengthy legal paperwork. However, there are some important things to watch out for:

  • Not legally vetted: make sure top lawyers have legally vetted the template you’re using to ensure you're truly protecting yourself and your client with the document.
  • Forget to proofread: many will get so comfortable using a template that they will make silly mistakes like typos, not changing the client's name, and even sending the incorrect payment details. 
  • Using the wrong terms and definitions: when using a template, it's easy to think that because you've found it online that it will apply everywhere. That's not always the case; some templates include terms and information that are country/region-specific and won't work in other areas. 

As the agreement is the first step in your joint venture together with your client and all the other parties involved, you want to make sure it is right from the start. 

Falling for those common mistakes is easy, but once you know what you’re looking for it's even easier to avoid them. All you need to do is ensure your agreement is:

  • Legally vetted
  • Proofread before sending
  • Complete and includes everything you need for your country/region

That's it. Follow those three easy steps, and you'll have the perfect agreement template to wow your clients and have them sign it in a heartbeat.

Creating a Consulting Agreement is Simple with Bonsai

create a consulting agreement with Bonsai

Bonsai’s platform helps you avoid these simple mistakes with fully-vetted and comprehensive agreement templates. It’s no wonder that 500,000+ freelancers and SMBs already use the platform to keep track of their businesses. 

Here’s why Bonsai should be your top choice for a consulting agreement template:

  • It's 100% customizable and ready in a matter of minutes
  • It includes all the necessary information to protect you, your client, and your business
  • It looks professional so that you can look professional
  • It provides online signature options and signature notifications
  • It lets you integrate your agreement into your invoicing process on Bonsai

With Bonsai, you can create a sample consulting agreement, contract, invoice, quote, and more with none of the hassle of starting from scratch. Plus, you do it all from the same dashboard—simple. 

Consulting Agreement Template FAQs

Do I really need a consulting agreement?

If you want to grow your business, ensure a professional image, and protect yourself legally, yes. A consulting agreement gets prior written consent from the involved parties, and allows you to work securely on new business projects—use a template to make the whole process easier.

What should a consulting services agreement include?

You'll need to add some specific information for your consulting services agreement.

Here are the essential elements to include in your consulting agreement:

  • Basic information
  • Terms and definitions
  • Services provided
  • Timeline
  • Payment details
  • Intellectual property and confidentiality
  • Non-exclusivity
  • Termination
  • Dispute resolution
  • Governing law

Ready to start? All you have to do is sign up to Bonsai, download, edit, and send your agreement to be electronically signed by your client.

Frequently Asked Questions

Questions about this template.