Consulting Agreement Template

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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.

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

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

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

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.

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Consulting Agreement Template

Consulting Agreement

First Name
Last Name
Acme LLC.
First Name
Last Name
Corporation Corp.

This contract (the "Agreement") is between Client (the "Client") and Acme LLC (the "Contractor").

The Contract is dated [DATE BOTH PARTIES SIGN].


1.1 Project. The Client is hiring the Contractor to do the following: provide professional expertise, guidance, and advice to assist the client in achieving their project goals

1.2 Schedule. The Contractor will begin work on [START DATE] and will continue until the work is completed. This Contract can be ended by either Client or Contractor at any time, pursuant to the terms of Section 6, Term and Termination.

1.3 Payment. The Client will pay the Contractor a rate of [PROJECT RATE](USD) per hour. Of this, the Client will pay the Contractor [DEPOSIT AMOUNT]  (USD) before work begins.

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

1.5 Invoices. The Contractor will invoice the Client [INVOICE FREQUENCY]. The Client agrees to pay the amount owed within [X DAYS TO PAY]days of receiving the invoice. Payment after that date will incur a late fee of [LATE FEE PERCENTAGE]% per month on the outstanding amount.

1.6 Support. The Contractor will not provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing.


2.1 Client Owns All Work Product. As part of this job, the Contractor is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the Contractor works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The Contractor hereby gives the Client this work product once the Client pays for it in full. This means the Contractor is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.

2.2 Contractor's Use Of Work Product. Once the Contractor gives the work product to the Client, the Contractor does not have any rights to it, except those that the Client explicitly gives the Contractor here. The Client gives permission to use the work product as part of portfolios and websites, in galleries, and in other media, so long as it is to showcase the work and not for any other purpose. The Client does not give permission to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.

2.3 Contractor's Help Securing Ownership. In the future, the Client may need the Contractor's help to show that the Client owns the work product or to complete the transfer. The Contractor agrees to help with that. For example, the Contractor may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the Contractor, the Contractor agrees that the Client can act on the Contractor's behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the Contractor after spending reasonable effort trying to do so, the Contractor hereby irrevocably designates and appoints the Client as the Contractor's agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Contractor and on the Contractor's behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).

2.4 Contractor's IP That Is Not Work Product. During the course of this project, the Contractor might use intellectual property that the Contractor owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Contractor is not giving the Client this background IP. But, as part of the Contract, the Contractor is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Contractor cannot take back this grant, and this grant does not end when the Contract is over.

2.5 Contractor's Right To Use Client IP. The Contractor may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Contractor to build a website, the Contractor may have to use the Client’s logo. The Client agrees to let the Contractor use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Contractor's job. Beyond that, the Client is not giving the Contractor any intellectual property rights, unless specifically stated otherwise in this Contract.


The Contractor won’t work for a competitor of the Client until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if the Contractor asks for permission beforehand and the Client agrees to it in writing. If the Contractor uses employees or subcontractors, the Contractor must make sure they follow the obligations in this paragraph, as well.


Until this Contract ends, the Contractor won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Contractor puts out a general ad and someone who happened to work for the Client responds. In that case, the Contractor may hire that candidate. The Contractor promises that it won’t do anything in this paragraph on behalf of itself or a third party.


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

5.2 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.

5.3 Contractor Has Right To Give Client Work Product. The Contractor promises that it owns the work product, that the Contractor 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 Contractor uses employees or subcontractors, the Contractor also promises that these employees and subcontractors have signed contracts with the Contractor giving the Contractor any rights that the employees or subcontractors have related to the Contractor's background IP and work product.

5.4 Contractor Will Comply With Laws. The Contractor 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.

5.5 Work Product Does Not Infringe. The Contractor promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Contractor 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 Contractor has entered into or will enter into with someone else.

5.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Contractor if the Contractor has questions regarding this project, and to provide timely feedback and decisions.

5.7 Client-Supplied Material Does Not Infringe. If the Client provides the Contractor 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 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 11.4. The Contractor must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Contractor for the work done up until when the Contract ends and will reimburse the Contractor for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).


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

  • The Contractor 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 Contractor is responsible for determining when, where, and how it will carry out the work.
  • The Client will not provide the Contractor with any training.
  • The Client and the Contractor do not have a partnership or employer-employee relationship.
  • The Contractor cannot enter into contracts, make promises, or act on behalf of the Client.
  • The Contractor is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).
  • The Contractor 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 Contractor or any of the Contractor's employees or subcontractors.


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

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

8.3 Third-Party Confidential Information. It’s possible the Client and the Contractor each have access to confidential information that belongs to third parties. The Client and the Contractor 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 Contractor 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.


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

10.2 Client Indemnity. In this Contract, the Contractor 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 Contractor has done under this Contract; (ii) a breach by the Contractor of its obligations under this Contract; or (iii) a breach by the Contractor of the promises it is making in Section 5 (Representations).

10.3 Contractor Indemnity. In this Contract, the Client agrees to indemnify the Contractor (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.


11.1 Assignment. This Contract applies only to the Client and the Contractor. The Contractor cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Contractor's permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.

11.2 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.

11.3 Modification; Waiver. To change anything in this Contract, the Client and the Contractor 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.

11.4 Notices.

(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.

11.5 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.

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

11.7 Governing Law. The laws of the state of [STATE] govern the rights and obligations of the Client and the Contractor under this Contract, without regard to conflict of law principles of that state.

11.8 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.


First Name
Last Name
Acme LLC.
First Name
Last Name
Corporation Corp.