Consulting Agreement Template

This Consulting Services Agreement is made on [Contract Date] between [Company Name] ("Consultant") and [Client Name] ("Client").

1. Services

Consultant will provide the consulting services described in each proposal or statement of work the parties sign under this agreement (each a "Statement of Work"). Each Statement of Work sets out the scope, deliverables, timeline, and fees for that project. If a Statement of Work conflicts with this agreement, the Statement of Work governs for that project.

2. Fees and Payment

• Fees are as set out in each Statement of Work. Where none is stated, services are billed at $175 per hour, in quarter-hour increments.
• Fixed-fee projects are billed 50% on signing the Statement of Work and 50% on delivery, unless the Statement of Work says otherwise.
• Hourly and monthly work is invoiced at the start of each month.
• Invoices are due within 15 days. Consultant may pause work on any project while an invoice is more than 30 days overdue.

3. Expenses

Client will reimburse reasonable expenses Consultant incurs for the services, such as travel, at cost. Any single expense over $250 needs Client's approval in advance.

4. Independent Contractor

Consultant is an independent contractor, not an employee, partner, or agent of Client. Consultant decides how the services are performed, provides its own equipment, and is responsible for its own taxes, insurance, and benefits.

5. Confidentiality

Each party will keep the other's confidential information private and use it only for the purposes of this agreement. This doesn't apply to information that is public, already known to the receiving party, or required to be disclosed by law. These obligations continue for three years after this agreement ends.

6. Ownership

Once paid for, the reports, recommendations, and other deliverables created for Client under a Statement of Work belong to Client. Consultant keeps ownership of its pre-existing materials, methods, tools, and general know-how, and grants Client a perpetual license to use any of them included in a deliverable as part of that deliverable.

7. Non-Solicitation

During this agreement and for 12 months after it, neither party will hire the other's employees who worked on the services without the other's written consent.

8. Warranties and Limitation of Liability

Consultant will perform the services with the care and skill of a professional consultant. Recommendations are advice, and Client remains responsible for its own business decisions. Except for breaches of confidentiality, each party's total liability under this agreement is limited to the fees Client paid in the 12 months before the claim. Neither party is liable for indirect or consequential losses.

9. Term and Termination

This agreement starts on the date above and continues until either party ends it. Either party may end this agreement, or any Statement of Work, with 14 days' written notice. Either party may end it immediately if the other materially breaches it and doesn't fix the breach within 10 days of notice. Client will pay for services performed and expenses incurred to the end date.

10. General

This agreement is governed by the laws of [state or country]. It and the Statements of Work signed under it are the entire agreement between the parties on this subject, and may only be changed in writing signed by both. If any part is found unenforceable, the rest remains in effect.

By signing below, both parties agree to these terms.