Consulting Agreement
Advisory or expertise-based engagement with an independent consultant.
What it is
A consulting agreement is used when a business engages an individual or firm for expert advice or specialised work, typically on a retainer or project basis. It sits between a freelance SOW and an MSA in formality.
When you'd use one
- Engaging a subject-matter expert or strategic advisor.
- Ongoing retainer relationships with flexible scope.
- Board-adjacent advisors who are not employees or directors.
Clauses a good one has
- Services and Deliverables
- What the consultant will do, and what (if anything) they will produce in writing.
- Fees
- Retainer, daily rate, or milestone-based; plus approved expenses.
- Independent Contractor Status
- Makes clear the consultant is not an employee and controls their own method of work.
- Confidentiality
- Mutual confidentiality over information exchanged during the engagement.
- IP Ownership
- Usually client-owned for bespoke deliverables; consultant retains methodology and tools.
- Term and Termination
- Typically terminable on short notice, reflecting the flexible nature of consulting.
Jurisdictional variants
The same contract type looks different depending on where it will be enforced. Pick a jurisdiction to see required clauses and a worked example.
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