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Corporation Corp.
‍ Acme LLC.

Corporation Corp.

Acme LLC.

Corporation Corp.

Free Simple Consulting Agreement Letter

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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

After knowing how to get into consulting, you know that consulting agreements differ tremendously in scope. They vary from simple to incredibly complex contracts depending on the nature of the project they are covering. Although deals and contracts could be sealed just by having a handshake, it is a wise decision for every consultant to ensure a simple consulting agreement letter is in place and signed before starting any project. Contracts are essential in protecting freelancers and consultants as well as their clients against unforeseen circumstances or in the case when agreements go awry. 

If you are a consultant, drafting agreements is one of the everyday paperwork you'd handle as a part of your business flow. It is crucial in project execution, record purposes, and protecting you from unwarranted liabilities. If you are new to simple consulting agreement letter drafting, this article gives a guide on the essential contents of a professional consulting agreement.

Consulting Agreement Letter
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Here are the essentials of a simple consulting agreement letter - a competent consulting agreement includes the following details:

1. List the parties involved in the simple consulting agreement letter

The parties (consultant and customer) information must be listed on every simple consulting agreement letter to identify them. Relevant information in this section includes name, email address contact addresses, phone numbers, and websites. 

2. Include scope of service in the simple consulting agreement letter

Next is the description of the project and the goal/objective to be achieved. Ensure you display professionalism and a good understanding of what the job entails as a consultant. 

3. Mention services and responsibility in the simple consulting agreement letter

The next information is the services you will be offering and your deliverable clearly outlined in the simple consulting agreement letter. Ensure you state all your responsibilities and that of your client towards achieving the objective of your relationship. Doing this will exonerate you if your client fails or delay in providing the materials needed for the job.

4. Include service fees and terms of the agreement in the simple consulting agreement letter

Knowing how to bill for consulting services is important so you won't undercharge or overcharge your clients. Ensure you state your fees and break it down to the sub-tasks if need be for clarity. Also, state the expected time you'd be sending an invoice, the due date of payment, and other terms that govern the consulting service relationship. 

5. Cover taxes and expenses in the simple consulting agreement letter

Tax responsibility should be discussed before adding to the financial burden of the client. Unless the consultant has provided relevant information with a notice, a clause should be added for the client to be responsible for remitting sales tax on goods and services to the appropriate taxation body. 

Consulting Agreement Letter Sample
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6. Mention project duration in the simple consulting agreement letter

The time allocated to complete the project should be stated on the agreement, likewise specific times for milestone completion. 

7. Include details of licenses & permits needed in the simple consulting agreement letter

As a consultant, you should have a clause in your simple consulting agreement letter that gives you the right to necessary license and permits plus approvals that are required to comply with the laws, codes, and regulations relating to the service you will be rendering to the benefit of your client. 

8. Mention insurance and indemnity in the simple consulting agreement letter

Consultants should obtain and hold in good standing insurance policies that protect their clients from the liability that may arise from a consultant’s delivery of the service under the simple consulting agreement letter. Contractual guarantees including but not limited to employment insurance, workers' compensation, and property damage insurance.

Besides, you should include in the agreement a clause that indemnifies and holds you as a consultant harmless from all claims of loss, expenses, or damage that clients might have in the past or future as a result of the service delivery by the consultant. This also applies to the directors, employers, or workers that a consultant employs in carrying out the service agreed upon by parties.

9. Address conflict resolution in the simple consulting agreement letter

There should be a section that states the method for resolving conflict, if any, results from the business relationship.

10. How to create an IT consulting agreement template

An opportunity to understand issues in the information technology foundation and assess possible feedback is a rewarding task. However, similar to any other consultant, you may be wondering about the payment and reward process that will compensate for your hard work and time.

You may already be processing a consulting agreement in your mind to improve your relationship with the information technology customer.

  • As a freelance professional, what can you do to make a valuable IT consulting agreement?
  • What if you have never had a chance to create an agreement before?
  • What should you include in this agreement?
Consulting Agreement Letter Example
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If questions like these are disturbing you, then it’s time to find a template and customize it according to the specific requirements of your project. Let’s evaluate a few things that should be kept in mind while structuring an IT consulting agreement. 

10.1. Include your service description

The service description is the first component that should be incorporated in your IT consulting agreement. The services offered may be related to IT consulting. However, a clear and concise breakdown helps in forming succinct terms of service. As a result, it becomes necessary to include short-term services, project-based services, and ongoing services.

When this segmentation is incompetent, you can face problematic circumstances in the future. The customer can overwhelm you with additional work, which is not clearly defined under the agreement. 

10.2. Terms of payment

Including the terms of payment or compensation ratio goes without saying. However, defining the terms of payment in a detailed format eliminates future challenges. 

Some consultants prefer offering an aggregated sum for a certain task, and others prefer offering a fragmented view of constituent parts of the payment. In both cases, it is best to include the details of a few factors:

  • How will the payment be released? The mode of payment.
  • When should the payment be released? A time period during which the payment should be dispatched.
  • Under what circumstances should upfront payment be dispatched?
Consulting Agreement Letter PDF
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10.3. Termination

When the customer or the consultant wants to terminate the project, what should be the terms of termination? It is possible for the customer to terminate the contract when the project is still in its crucial stages. It is also possible for you to terminate the IT consulting agreement due to multiple reasons. 

Defining the terms of terminations will allow the company and consultant to mitigate risks. The company can dispatch pending payments immediately, and the consultant can dispatch promised work within the time limit. It saves the interests of both parties without creating a legal problem.

10.4. Ownership rights

Both parties - consultants and companies, may share confidential and sensitive information during the agreement lifetime. Who should own the information?

A special NDA (non-disclosure agreement) based on the requirements of the project should be signed to keep sensitive information safe. You should also include under what circumstances the delivered work remains in the ownership of the consultant. 

An IT consulting agreement offers protection in case you wish to seek legal help and advice from an authorized organization. However, in reality, legal actions are hectic and time-consuming. The contract, therefore, serves as a way of establishing customer’s and consultant’s expectations from the project. It helps in protecting the interests and property of both consultant and customer. 

Maintaining healthy terms with the customer creates the foundation for a successful relationship. Hence, it is suggested to work with the client to create an IT consulting agreement that is beneficial for the interests of both parties.

Frequently Asked Questions

Questions about this template.

What is a consulting agreement letter?

Consulting services may be complex at some point. A simple consulting agreement letter is used for basic consulting services with simple terms and conditions.

Why do you need a consulting agreement letter?

Simple consulting agreement letters provide a degree of protection for both parties. You can download Bonsai's free template to check this off your list and get started

How to write a consulting agreement letter?

Although simple, this may still take an amount of your time. Speed up the process by downloading the free template at Bonsai. You can customize and edit as needed.