Free Consulting Retainer Agreement Template

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Consulting Retainer Agreement Template
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A challenge every new (and seasoned) consultant faces is ensuring a stable source of cash flow. Most consultancy jobs involve hourly or project work which once finished, there is no cash flow from it until another project comes about. This issue can pose a significant challenge in ensuring a stable source of income without a steady stream of clients, which isn't an easy thing to achieve. Some clients would drop off after a single project, leaving a gap if you didn't have another client at the same time. This point is where the consultant retainer comes in.

Almost every freelancer needs to work with a contract. We’ve had instances where a client fails to make all the payments due to the freelancer or make them work beyond their service scope without extra pay. As a freelance consultant, your job is so demanding that you can’t afford to offer services that the client isn’t willing to pay for. Of course, not every client is unfaithful, but just to be on the safe side, you’re better off working with a consulting retainer agreement template PDF than working without.

The truth is, both you and the client need this document. While you’re fighting so hard to ensure you get all your dues on time, the client expects you to deliver what you promised. As such, both of you have some expectations that you must meet, and not unless there’s a consulting retainer agreement template PDF in place, things may not run smoothly.

So, how do you create a consulting retainer agreement template PDF for your freelance consulting business? If you’re a newbie, you might find it challenging to design one. However, that shouldn’t dash your hopes of ever making it through. Even the consulting gurus you see around started from somewhere, and, therefore, you’ll also get there. Thanks to the many consulting retainer fee agreement sample PDFs available online. You can always get to borrow ideas and make it through. Additionally, with a consulting retainer agreement template, you don’t need to start from scratch. Just get the structure and fill in the necessary details. A consulting retainer agreement template isn’t like a proposal, and so, it doesn’t require you to write so many words, which makes it easier for you to design one.

When you set up a consultant retainer agreement, you bill your clients per month. The invoice is broken down to a defined number of hours that are expected to be worked that month. You can also charge monthly for access to your expertise or services as a subscription fee.

As a freelance consultant, establishing a steady stream of income can be a tricky affair, especially when starting out - that's why getting a consulting retainer fee agreement in place is essential.

However, businesses and practices need a constant source of revenue to unction correctly. Consultancy sometimes involves going through clients very quickly, hence making billing per hour somehow unreliable - that's exactly why retainer fees for consultants are a gold mine.

However, the solution isn't to have numerous short-term contracts. It's to change the pricing strategy.

Billing through a consultant retainer fee agreement is the better solution. Having a consulting retainer agreement PDF in place means that you will be paid in advance by the client and the client will gain access to your expertise; thus the client will be paying for a dedicated consultant for a particular period, mostly monthly.

Sounds great, right? Well, it’s time to get a consulting retainer fee agreement sample PDF and set your freelance consulting services running. Probably you’re wondering why you might need to work with a consulting retainer fee agreement sample PDF. Couldn’t you just do without? Well, don’t worry. We’ll roll it out below.

Consulting Retainer Agreement Template
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1. Different models of billing clients with your consulting retainer agreement

Working with a consulting retainer is a very effective pricing strategy you can use for your business. It also benefits your clients since you will be committed to ensuring they get the best from you, instead of you grinding your energy trying to find your next project.

As a freelance consultant, it’s your right to get paid after hard work. At the same time, your client deserves the best services since they’re spending their money on the project. So, you realize it’s two-way traffic, and the only way to ensure it’s fair for both of you is to have a consulting retainer fee agreement sample PDF in place. In essence, the retainer contract protects the interest of both parties so that working conditions are favorable for both of you.

Having a retainer model ensures that you have a stable relationship with the client. Depending on your consultant retainer agreement and the timeframe that was specified, you will be assured of a particular amount of income each month from that particular business relationship, and the client is guaranteed access to either services or expertise (where you do specific work for them).

Therefore, with the consulting retainer fee agreement sample PDF, you’re sure the client will pay you your monthly dues. At the same time, your client is assured of getting the services outlined in the contract. Even so, for this to happen, you must clearly define your scope of work in the consulting retainer fee agreement sample PDF. Failure to do this, you’ll end up offering services that the client isn’t aware they should pay for. The last thing you’d want is to argue with your client over payment. That will only ruin your relationship. Therefore, to be on the safe side, highlight your scope of work and how much you’ll be charging for your services.

Once you have the base level of income from particular clients, you can continue to add to your list of clients, and as you model the trusting business relationships that have worked with your previous clients, your base income will continue to grow.

2. Pay for work consulting retainer

This mode of retainer means that you provide ongoing work for your clients, and they pay you on a monthly basis. The difference between this consulting retainer agreement model and contract work is that you are providing work on an on-going basis. A contract, on the other hand, has a defined expiry date.

In the case of a contract, the project has definite deadlines and ending date. That means you know when to send out a proposal for the next project. However, in the case of a consulting retainer fee agreement sample, it’s an ongoing project. So, you expect payment at given time intervals. It could be monthly (you could try our monthly retainer agreement to help), weekly, or even quarterly depending on the agreement. As such, you have a constant cash flow for the period. That’s the best part of it. But even then, it’s your responsibility to ensure your cash flow isn’t interrupted by having a retainer fee agreement in place.

For this model, you will need to provide answers to some questions the client will have. These include:

  • What will you be working on, month to month?
  • Your client wants to know this so that it’s clear to them what they need to pay for. Additionally, it’s tricky to plan for a month’s work. As such, it’s important to stipulate what you’ll be working on per month and have a personal schedule on the side.
  • What will you be covering?
  • As a freelance consultant, you need to let your client know what you’ll be covering at every stage. This will help them to align their goals to your work objectives. Of course, you’ll need their guidance on this. They know better what they want to be achieved at every stage.
  • How will the work benefit them?
  • At the end of the day, your client would like to know how your services will benefit them. As a freelance consultant, you should always focus on getting results. That’s why the client hired you, and if you don’t live up to this, they may not be happy with you.
  • What value is created as a result of the ongoing work?
  • For this type of project, you should realize that evaluation is done at every stage. For instance, if the billing is done monthly, the client will check to see how much value you’ve added to their business. So, as you set your monthly target, be sure to achieve them.

The better these questions are answered while focusing on the value you bring the client, the more likely the clients are going to accept it.

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3. Pay for access consultant retainer agreement

In this model of consulting retainer, the client pays a retainer to access your knowledge, expertise, and experience. More seasoned consultants favor this approach. Unlike pay for work model, this model doesn't require you to trade actual hours for dollars - the time put in is directly connected to the money you are making. Isn’t that a good idea? And the food thing about it is that you don’t need to strain to get things done. All you need to do is to achieve the milestone set for the given period. Since you’re not working on a fixed budget, you can make an amount equal to the hours you put in.

In the pay for Access consulting retainer, the client could even pay up to six months upfront to be able to access your expertise. Your consulting isn't tied to the deliverables that are specified in a particular consultant retainer agreement. This model will only work if you already have a trusted relationship with the client, having worked on at least one project and developed an enjoyable working relationship. Therefore, it’s up to you to build confidence in your client. That would mean delivering on time and achieving the set milestones. Apart from that, you should prove to your client that your services are relevant to their business by ensuring you help them meet their business goals.

The client will agree to this retainer model after they have seen the value you bring to their business, and the need for your constant access is justified.

4. What exactly is a retainer fee agreement?

In ingenuous terms, a retainer agreement is a legal agreement between a company/client and a service provider to work together over a long period on several projects. The consulting fee agreement, sets details of the retainer arrangement and could include the extent of the engagement, the payment details, or the retainer fees for consultants, and the termination process.

Benefits of working with a consulting retainer agreement PDF:

  • Helps to earn a constant flow of income without having to pitch for new clients ever so often
  • The Retainer fee agreement helps you get a better understanding of your client and their needs consequently resulting in better output.
  • You can plan for the future with a steady work pattern and income
  • A long term relationship helps you be more of an expert than a one-off service provider.
  • The retainer fee agreement allows you to plan and manage your team well.

5. Negative opinions about consulting retainer agreement templates

However, some issues could cause the client to have negative views on agreeing to a professional services retainer agreement.

For some clients, they may have had negative experiences in the past, making them wary of working with a consultant retainer fee.

This issue is why consultant professionals fare better when they sell retainer agreements with already established clients. First impressions are vital if you are to successfully market the idea of consulting fee agreement to clients later on.

For some others, they could be new to the idea, and thus want to establish if it's a good step before committing to a long-term retainer fee for consultant arrangement.

This issue can be handled by making sure that your solutions are articulated well during the pitching and signing stages of the business relationship. Also, make sure to include the fact that you charge retainers instead of hourly consulting fees.

Having a detailed consultant fee agreement will help you avoid issues that could arise between you and your client. An underestimated retainer fees for consultants can lead to unexpected delays in the work and affect overall performance. Consequently, an overestimate from the client, could also cause frustration in the work, especially from the client.

However, you can offer to cover part of the contract on hourly fees and agree on the services that will require a consulting fee agreement signed. Either way, you need to earn the client's trust before a consultant retainer fee agreement can be signed.

At times clients request huge discounts from consultants in exchange for the retainer offer. This could lead to the freelancer getting less than what they rightly deserve. Never allow yourself to work for way less than what you deserve just so that you can secure a contract. Always have in mind that your professionalism should be compensated in the fairest manner possible.

6. Choosing a rate for your consulting retainer agreement

For most consultants, retainer fees are calculated by multiplying the estimated number of hours (hours the consultant expects to work on the client's project) by the amount they charge per hour.

For example, when the consultant charges $50 per hour and plans to spend 40 hours per month working for the client, the final consultant retainer fee can be estimated at $2,000. The consultant should make sure that the professional services retainer agreement allows them to earn a profit; otherwise there will be a need to renegotiate the deal.

For example, the client could agree to pay more fees, or allow the consultant to spend fewer hours per day on the said project.

Some clients will expect a discount when they agree to sign the consulting retainer fee agreement beforehand. This action is unfair to you as the consultant, and thus you should seek to ensure you make a profit from the first stage of the contract. You can opt to offer some package hours at the standard rate.

The discount that you grant your client, shouldn’t be too low as it might get challenging to reserve after the job has started. To get a reasonable rate that will work out for both the consultant and the client, you need to do a lot of research to find out average rates in the industry on retainer fees for consultants and the paid average rates by the client. This will work as a blueprint you can use to choose a rate that will see the work run smoothly without any glitches.

This way, you can guarantee the clients that their needs will have your primary focus throughout the contract. Clients respond more positively to quality service over shoddy work over many free hours. This reason is why consultants are encouraged to focus more on selling quality results instead of hours worked.

The amount of money the client will accept to pay you will be determined by how much return on investment you can bring. To prove that you worth every penny you are requesting on the consulting retainer agreement PDF, you can offer to have some extra services to go with the consulting. Talk to the client about services like training that you can bring into their company.

7. Prove that you are worth it every month to sustain the consulting retainer contract

Freelancing work is most certainly not a walk in the park, especially when it gets to securing jobs. The constant cycles of applying for jobs and ending contracts, fluctuating retainer fees for consultants, is not the most interesting part of working as a freelancer. That is why you read to show the clients that you are worth their money. Make sure your services offer a positive return on investment for your client. This will not only help secure future jobs with your client but will definitely help you land other retainer contract agreements.

Maintaining enthusiasm over a long period requires grace. However, it is essential to make sure you remain enthusiastic long after the first month. While new projects are exciting, disagreements and boredom may crop up; the temptation to take your clients for granted should be resisted at all costs.

Essential factors to help you keep focused is to always remind yourself why you are doing the job in the first place. Set timetables to help you beat deadlines and work with your milestones. Keep good communication with the client all through, and remember that time is money. If things are not working out and you feel like walking out of the job, remember to follow the process that is laid out in the retainer fee agreement to terminate the contract.

Strive to always offer beyond bare minimum regarding quality services. If you were enthusiastic about providing technical support during the first months, maintain the same enthusiasm regardless of how many months you will have worked hitherto. If the client feels like your enthusiasm wanes after a while, they may feel side-lined and will be less likely to recommend you to other clients in the future.

8. Essential parts of the consultant retainer fee agreement

To write an effective consulting fee agreement that will ensure a smooth run of freelance consulting services, there are some key aspects that you need to include. Here is a look at the few things that you have to put in the retainer fee agreement to ensure a successful working relationship with your client:

8.1. The scope of the services provided

The consulting fee agreement should elaborate in detail what you and your agency are willing to offer as services to your client. If well articulated, the retainer will act as the reference in case of any dispute.

8.2. The payment details

This is the fee that you will request to be paid upfront by the client. Retainer fees for consultants in the contract need to give the breakdown and basis of the payment in detail. This is especially important to avoid any misunderstandings as you will have the retainer to reference.

8.3. Other expenses

The retainer should have details of payments that the client should foot other than the consulting fees. These expenses could include travel, accommodation, communication expenses among others.

8.4. Time

The consultant should give the hours that they will be available to provide their services. The hours to be provided by the consultant should be discussed in detail with the client. Articulate properly the timelines for both you and your client set goals, milestones and deadlines. This will help curb any future conflicts with your client.

8.5. Terms for termination

The retainer agreement should provide details of circumstances that should lead to the termination of the consulting fee agreement. The factors that lead to the close could be unfulfilled promises from either party. In such cases, the retainer agreement should detail the means and duration of notice for terminating the contract. Discuss with your client how the process will be carried out in case of need.

8.6. Consulting fee agreement types

There are two types of retainer agreements that you can choose to work with depending on your relationship with your client. The other determinant of the type of retainer your client can accept to work on with you is what he/she thinks of your services. The more they feel that you are a guru and they can easily lose your services, the quicker they will be ready to lock you down with a retainer. Here are the two types of retainer agreements:

8.6.1. Pay for work retainer

This is the type of retainer where the client pays the retainer fees for consultants for the hours worked in a month. For example, if your hourly rate is $50 an hour and you work 100 hours in a given month, you will get paid $5000 in that month.

8.6.2. Pay for access

In this type of retainer, the client pays the consultant a monthly fee to have access to their services. The payment here is not dependent on the hour worked in that month. The consultant rather gets paid a monthly salary and accepts to offer their services to the client whenever required. Retainer fees for consultants, in this case, grants the client access to the client as need be.

If you want a done for you version, try our consulting agreement template.


A retainer fee agreement helps you create a professional working relationship with your client. The process is made formal and you can avoid the many hiccups that freelance consultants face in their work. It is good to give the best when jotting down the consulting fee agreement, as it will set the tempo for many of your prospects.

The primary key to successful business relationships is to ensure that trust remains a key pillar. Once the client believes that you can deliver real solutions for the business, they are more inclined to agree to the professional services retainer agreement.

At times it may be crucial to seek the help of an attorney to help you draft the retainer fee agreement to help make it legally binding. However, there are available templates to help consultants to draft the required retainer agreements. The template can be downloaded and edited to suit the current terms of service you are offering the client.

It is important that after having the final draft, you meet with your client. This would help you go over the details put in the consulting fee agreement and make any necessary adjustments. If both parties are satisfied, you can sign the retainer agreement and set off to begin work.

You are advised to offer a consulting retainer only after a successful consulting project – not before. The client must have enjoyed working with you. Only then will the client appreciate the value your continued influence on their business will have, either through actual work or access to your expertise.

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Free Consulting Retainer Agreement Template

Consulting Retainer Agreement

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

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

The Contract is dated [the date both parties sign].


1.1 Services. The Client is hiring the Consultant to: Assist the client in developing product strategy.

1.2 Schedule. The Consultant will begin work on [Date] and the work is ongoing. This Contract can be ended by either Client or Consultant at any time, pursuant to the terms of Section 6, Term and Termination.

1.3 Hours. The Consultant will work up to 15 hours per month. The Consultant will stop working each period if and when those hours are used up. Unused hours do not carry over to the next period. The Consultant will be available to the Client from 09AM to 17PM, Monday through Friday.

1.4 Payment. The Client will pay the Consultant a rate of [$6,000.00] (USD) per month.

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

1.6 Invoices. The Consultant will invoice the Client at the end of the project. The Client agrees to pay the amount owed within [10] days of receiving the invoice. Payment after that date will incur a late fee of 0.0%.

1.7 Support. The Consultant 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 Consultant 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 Consultant 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 Consultant hereby gives the Client this work product once the Client pays for it in full. This means the Consultant 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 Consultant's Use Of Work Product. Once the Consultant gives the work product to the Client, the Consultant does not have any rights to it, except those that the Client explicitly gives the Consultant 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 Consultant's Help Securing Ownership. In the future, the Client may need the Consultant's help to show that the Client owns the work product or to complete the transfer. The Consultant agrees to help with that. For example, the Consultant may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the Consultant, the Consultant agrees that the Client can act on the Consultant's behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the Consultant after spending reasonable effort trying to do so, the Consultant hereby irrevocably designates and appoints the Client as the Consultant's agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Consultant and on the Consultant'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 Consultant's IP That Is Not Work Product. During the course of this project, the Consultant might use intellectual property that the Consultant 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 Consultant is not giving the Client this background IP. But, as part of the Contract, the Consultant 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 Consultant cannot take back this grant, and this grant does not end when the Contract is over.

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


The Consultant 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 Consultant asks for permission beforehand and the Client agrees to it in writing. If the Consultant uses employees or subcontractors, the Consultant must make sure they follow the obligations in this paragraph, as well.


Until this Contract ends, the Consultant 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 Consultant puts out a general ad and someone who happened to work for the Client responds. In that case, the Consultant may hire that candidate. The Consultant 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 Consultant Has Right To Give Client Work Product. The Consultant promises that it owns the work product, that the Consultant 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 Consultant uses employees or subcontractors, the Consultant also promises that these employees and subcontractors have signed contracts with the Consultant giving the Consultant any rights that the employees or subcontractors have related to the Consultant's background IP and work product.

5.4 Consultant Will Comply With Laws. The Consultant 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 Consultant promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Consultant 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 Consultant 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 Consultant if the Consultant 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 Consultant 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 ended by the Client or the Consultant. 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. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4. The Consultant must immediately stop working as soon as the notice has been given, unless the notice says otherwise. The Client will pay the Consultant for the work done up until when the Contract ends and will reimburse the Consultant 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 Consultant as an independent contractor. The following statements accurately reflect their relationship:

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


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

8.2 The Client’s Confidential Information. While working for the Client, the Consultant 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 Consultant promises to treat this information as if it is the Consultant's own confidential information. The Consultant may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Consultant use a customer list to send out a newsletter, the Consultant cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Consultant written permission to use the information for another purpose, the Consultant may use the information for that purpose, as well. When this Contract ends, the Consultant must give back or destroy all confidential information, and confirm that it has done so. The Consultant promises that it will not share confidential information with a third party, unless the Client gives the Consultant written permission first. The Consultant must continue to follow these obligations, even after the Contract ends. The Consultant's responsibilities only stop if the Consultant can show any of the following: (i) that the information was already public when the Consultant came across it; (ii) the information became public after the Consultant came across it, but not because of anything the Consultant did or didn’t do; (iii) the Consultant already knew the information when the Consultant came across it and the Consultant didn’t have any obligation to keep it secret; (iv) a third party provided the Consultant with the information without requiring that the Consultant keep it a secret; or (v) the Consultant 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 Consultant each have access to confidential information that belongs to third parties. The Client and the Consultant 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 Consultant 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 Consultant or both. For example, if the Client gets sued for something that the Consultant did, then the Consultant 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 Consultant 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 Consultant has done under this Contract; (ii) a breach by the Consultant of its obligations under this Contract; or (iii) a breach by the Consultant of the promises it is making in Section 5 (Representations).

10.3 Consultant Indemnity. In this Contract, the Client agrees to indemnify the Consultant (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 Consultant. The Consultant 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 Consultant'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 Consultant 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 Consultant 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 California govern the rights and obligations of the Client and the Consultant 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.