Free Consulting Agreement Template (Word & PDF)

What is a consulting agreement, and why does it matter?

A consulting agreement is a contract between a business and an outside expert it hires for advice or project work. It records what the consultant will do, what the client will pay and when, who owns the work once it is finished, and what each side must keep confidential.

It matters because most disputes in consulting are not about bad faith. They come from two people remembering a conversation differently: what was included, when payment was due, whether a round of changes was part of the price. Writing those points down before work starts gives both sides the same reference to go back to.

It also separates a consultant from an employee on paper. The agreement says the consultant controls how the work is done, pays their own taxes and can work for others, which is how an independent business normally operates. The label alone does not settle that question, as the note on that section explains.

When to use this template

You are starting an ongoing or open-ended engagement with a business client.
The work is advice, strategy, design, writing, marketing or software, delivered by you or your small team.
You want one agreement that covers payment, ownership of the work and confidentiality together.
You expect to add separate projects later, each described in its own statement of work.

When it is not the right document

Hiring someone as an employee, which needs an employment agreement.
Work for a consumer in their home, which is often covered by consumer protection rules with their own required wording.
Regulated professional services, such as legal, medical or financial advice, which have their own engagement rules.
A deal where the client insists on its own contract. Read theirs against the notes below instead.

The consulting agreement template, section by section

The full text is on the left. Beside each section is a plain-language note on what it does and what to decide before you send it. Words in [brackets] are blanks you fill in.

Consulting Agreement

This Consulting Agreement (the "Agreement") is made on [Start date] between [Client's legal name] (the "Client") and [Consultant's legal name] (the "Consultant"). The Client and the Consultant are each a "party" and together the "parties".

1. Services

The Consultant will provide the following services and deliverables (the "Services"):

[Description of the services]

A change to the Services, the fee or the timeline takes effect only when both parties agree to it in writing. An email exchange in which both parties clearly agree is enough.

The parties may add further projects by signing a statement of work that refers to this Agreement. Each signed statement of work becomes part of this Agreement: the work it describes is part of the Services, and the fees and invoice schedule it states apply to that work in place of those in the next section.

2. Fees and payment

The Client will pay the Consultant [Fee].

The Consultant will send invoices [When invoices are sent]. Each invoice is due within [Days to pay an invoice] days after the Client receives it.

The Client will reimburse the Consultant's reasonable expenses only if the Client approved them in writing before they were incurred.

An amount that is not paid when due accrues interest at [Monthly interest on late payments] per month, or at the highest rate the law allows if that is lower, from the due date until it is paid.

3. Term and ending the agreement

This Agreement starts on the date above and continues until the Services, including those in any statement of work signed under it, are complete, unless it ends earlier under this section.

Either party may end this Agreement for any reason by giving the other party [Days of notice to end the agreement] days' written notice.

Either party may end this Agreement immediately by written notice if the other party materially breaches it and does not correct the breach within 10 days after receiving written notice describing it.

When this Agreement ends, the Client will pay for the Services performed, and the approved expenses incurred, up to the end date. The sections on work product, confidentiality, limits on liability and general terms continue to apply after it ends.

4. Independent contractor

The Consultant is an independent contractor and is not an employee, partner or agent of the Client. The Consultant decides how, when and where the Services are performed, provides the Consultant's own tools and equipment, and is free to work for other clients.

The Consultant is responsible for the Consultant's own taxes, insurance and benefits. The Client will not withhold taxes from payments to the Consultant or provide employee benefits.

Neither party may sign contracts or make commitments on behalf of the other.

5. Work product and intellectual property

"Deliverables" means the work product the Consultant creates specifically for the Client under this Agreement and delivers to the Client.

When the Client has paid in full for a Deliverable, the Consultant assigns to the Client all of the Consultant's rights in that Deliverable, including copyright.

The Consultant keeps ownership of the methods, know-how, tools, templates and materials that the Consultant created before this Agreement or outside it (the "Consultant Materials"). Where Consultant Materials are included in a Deliverable, the Consultant grants the Client a non-exclusive, perpetual, worldwide, royalty-free license to use them as part of that Deliverable.

The Consultant will not knowingly include in a Deliverable anything that infringes another person's rights, and will tell the Client about any third-party materials in a Deliverable and the license terms that apply to them.

6. Confidentiality

Each party will keep confidential the other party's non-public business, technical and financial information that it receives in connection with this Agreement, will use it only to perform or receive the Services, and will share it only with its own employees, contractors and advisers who need it for that purpose and are bound to protect it.

These duties do not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already knew or develops independently, or that the receiving party lawfully receives from someone else without a duty of confidentiality. A party may disclose information when the law or a court requires it, after giving the other party notice where the law allows.

These duties continue for [Years confidentiality lasts after the agreement ends] years after this Agreement ends. When this Agreement ends, each party will return or delete the other party's confidential information on request.

7. Standard of work

The Consultant will perform the Services with reasonable skill and care and in line with the law that applies to the Consultant's work.

If the Client tells the Consultant in writing, within 30 days after delivery, that a Deliverable does not match what was agreed in the Services section, the Consultant will correct it at no extra charge.

Except as stated in this Agreement, neither party gives any warranty of any kind.

8. Limits on liability

Neither party is liable to the other for lost profits or for indirect, incidental, special or consequential damages arising from this Agreement.

Each party's total liability arising from this Agreement is limited to the fees paid and payable under it in the 12 months before the claim arose.

These limits do not apply to the Client's duty to pay for the Services, to a breach of the Confidentiality section, or to liability that the law does not allow to be limited.

9. General terms

The laws of [Governing law (state)] govern this Agreement, without regard to its rules on conflicts of law.

This Agreement is the whole agreement between the parties about the Services and replaces earlier discussions and proposals about them. It can be changed only in writing agreed by both parties.

Neither party may transfer this Agreement to someone else without the other party's written consent, which may not be unreasonably withheld.

If a court finds part of this Agreement unenforceable, the rest remains in effect.

Notices under this Agreement must be in writing and may be sent by email to the address each party has given the other for that purpose.

The parties may sign this Agreement electronically and in separate copies, which together form one agreement.

The parties agree to the terms of this Agreement.

Client

SignatureDate

Name

Title

Consultant

SignatureDate

Name

Title

Check before you send it

A template cannot know your state, your industry or your deal. These are the points most likely to need a change, and the ones to raise with a lawyer.

Contractor status. Whether the consultant is legally a contractor or an employee depends on how the work is actually done, not on what this agreement says. Some states apply strict tests.
Late-payment interest. Many states cap the interest a contract can charge. The template defers to the legal maximum, but put in a rate that is lawful where you are.
Ownership of the work. The template transfers ownership only after full payment. A client may ask for ownership on creation, or you may want to keep ownership and license the work instead.
The liability cap. Limits on liability are not enforced everywhere or in every situation, and the right amount depends on the size and risk of the work.
Governing law. Choose a state with a real connection to the consultant or the client.
Anything industry-specific. Work with personal data, health information or regulated products usually needs extra terms this template does not have.

How to send it with SignThis

Fill in the blanks. Choose "Send this for signature". After a short sign-up you are asked for the details: names, dates, amounts. Anything you skip stays a blank line.
Add who signs. Add the Client and Consultant, in that order, with their email addresses.
Place the blocks. Detect fields puts signature, date and name blocks on the signing lines. Add a Text block on any blank you want a signer to fill in.
Send. Each person gets a private link and signs in their browser. When the last one signs, everyone receives the sealed PDF and its audit certificate.

To change the wording first, download the Word file, edit it, save it as a PDF and upload that instead.

Questions about the consulting agreement template

What is the difference between a consulting agreement and a statement of work?

A consulting agreement holds the terms that stay the same across the whole relationship, such as payment rules, ownership and confidentiality. A statement of work describes one specific project under it: the deliverables, dates and price. Many consultants sign the agreement once and then add a short statement of work for each new project.

Who should sign first?

There is no rule. The agreement takes effect when both sides have signed. In practice the consultant often sends it, and the client signs first so the consultant can countersign and start work.

Does a consulting agreement need to be notarized or witnessed?

Agreements of this kind are generally signed by the two parties alone, and electronic signatures are widely used for them. Rules can differ by place and by the type of work, so check if you are unsure.

Can I change the wording?

Yes. The text is a starting point. To change the wording, download the Word file, edit it, save it as a PDF and upload that to send it. If you only need to fill in the blanks, use "Send this for signature", which asks for them first.