CONSULTING AGREEMENT ==================== Disclaimer — not legal advice. This template is provided free of charge, as is and with no warranty of any kind, and using it creates no attorney-client relationship. It is jurisdiction-neutral: you are responsible for adapting it, for your own legal and tax compliance, and for having a qualified professional in your jurisdiction review it before you rely on it. Full terms: https://trycolo.co/terms-of-use This Consulting Agreement ("Agreement") is made on [EFFECTIVE DATE] between: Consultant: [YOUR NAME / CONSULTANCY NAME], a [SOLE PROPRIETOR / LLC / LTD / OTHER] of [YOUR ADDRESS], email [YOUR EMAIL] (the "Consultant") Client: [CLIENT LEGAL ENTITY NAME], of [CLIENT REGISTERED ADDRESS], email [CLIENT EMAIL] (the "Client") ------------------------------------------------------------ 1. Structure of this Agreement ------------------------------ 1.1 This Agreement sets the terms for all consulting services the Consultant provides to the Client. Each specific engagement is described in a statement of work ("SOW") signed by both Parties and attached as a numbered schedule. 1.2 Each SOW sets out the objectives, activities, deliverables, timeline, fees, and Client sponsor for that engagement. 1.3 If an SOW conflicts with this Agreement, this Agreement prevails unless the SOW expressly states that a specific clause of this Agreement is varied. 2. Services ----------- 2.1 The Consultant will provide the services described in each SOW, which may include analysis, recommendations, workshops, facilitation, interim management support, and reports (the "Services"). 2.2 The Consultant will perform the Services with reasonable skill and care, consistent with good practice in the Consultant's field. 2.3 Professional boundaries. Unless an SOW states otherwise and the Consultant holds the relevant qualification, the Services do not include legal, tax, audit, investment, or other regulated professional advice. The Client should obtain such advice from qualified professionals. 2.4 Changes. Changes to the scope, timeline, or fees of an SOW must be agreed in a written change order signed by both Parties before the additional work begins. 3. Fees ------- 3.1 Fees are set out in each SOW using one of the following models: Model | How it works ------------------------- | ---------------------------------------------------------------------------------- Fixed fee | [CURRENCY] [AMOUNT] for the defined scope, invoiced per milestone Day rate with cap | [CURRENCY] [DAY RATE] per day, up to [NUMBER] days unless a change order is signed Hourly rate | [CURRENCY] [HOURLY RATE] per hour, billed in [15-MINUTE] increments Monthly advisory retainer | [CURRENCY] [AMOUNT] per month for up to [NUMBER] hours or [NUMBER] days 3.2 A day is [8] hours. Travel time is billed at [50 / 100]% of the day rate [or not billed]. 3.3 Unused retainer hours [do not roll over / roll over for one month only]. 3.4 Fees exclude [VAT / GST / SALES TAX], which is added where applicable. 4. Expenses ----------- 4.1 The Client will reimburse reasonable expenses incurred for the Services, including travel, accommodation, and third-party data or tools, at cost with receipts. 4.2 Any single expense over [CURRENCY] [AMOUNT], and all international travel, require the Client's written approval in advance. 4.3 Travel follows the Client's travel policy if supplied, otherwise [ECONOMY / STANDARD CLASS] and mid-range accommodation. 5. Invoicing and payment ------------------------ 5.1 The Consultant will invoice [MONTHLY IN ARREARS / PER MILESTONE / MONTHLY IN ADVANCE FOR RETAINERS], with a timesheet for time-based fees. 5.2 Invoices are due [NET 30] days from the invoice date. If the Client requires a purchase order, it will issue it before work starts. 5.3 Late payment. Overdue amounts carry interest at [LATE PAYMENT INTEREST RATE] or the maximum permitted by applicable law, whichever is lower. The Consultant may suspend the Services if an undisputed invoice is more than [15] days overdue. 5.4 The Client will raise any invoice dispute in writing within [10] days of receipt and pay the undisputed portion on time. 6. Client responsibilities and decisions ---------------------------------------- 6.1 The Client will appoint a sponsor for each SOW with authority to make decisions and approve deliverables. 6.2 The Client will provide timely access to people, systems, premises, and information reasonably needed, and will ensure that information is accurate and complete. 6.3 Client decisions. The Consultant provides advice and recommendations. The Client is solely responsible for deciding whether and how to implement them and for the results of those decisions. 6.4 The Consultant is not responsible for delays or errors caused by late, inaccurate, or incomplete information from the Client. 7. Confidentiality and data --------------------------- 7.1 Each Party will keep the other's confidential information private, use it only for this Agreement, and protect it with at least reasonable care, during this Agreement and for [3] years after it ends. 7.2 Confidential information excludes information that is public through no fault of the receiving Party, already known to it, independently developed, or required to be disclosed by law. 7.3 Where the Consultant processes personal data on the Client's behalf, the Parties will agree a data processing addendum as required by applicable data protection law. 7.4 On request at the end of an engagement, the Consultant will return or delete the Client's confidential information, except copies required for legal or insurance records. 8. Intellectual property ------------------------ 8.1 On full payment for an SOW, the Client owns the deliverables created specifically for it under that SOW, such as final reports and presentations. 8.2 The Consultant keeps ownership of its pre-existing and independently developed materials, including methods, frameworks, models, templates, workshop formats, and know-how ("Consultant Materials"). The Client receives a perpetual, non-exclusive license to use Consultant Materials as embedded in the deliverables, for its internal business purposes. 8.3 The Consultant may use general knowledge and experience gained during the engagement, without disclosing the Client's confidential information. 9. Non-solicitation ------------------- 9.1 During this Agreement and for [6–12] months after it ends, neither Party will directly solicit for employment any person who worked on the Services for the other Party, without written consent. General job advertisements are not solicitation. 9.2 Nothing in this Agreement prevents the Consultant from providing services to other clients, including in the same industry, provided clause 7 is respected. 10. Warranties, liability, and insurance ---------------------------------------- 10.1 The Consultant does not guarantee any particular business result. 10.2 Liability cap. Each Party's total liability arising from an SOW is limited to the fees paid or payable under that SOW [or, for retainers, the fees paid in the [12] months before the claim]. 10.3 Neither Party is liable for indirect or consequential loss, including loss of profit, revenue, or goodwill. 10.4 Clauses 10.2 and 10.3 do not limit liability that cannot be limited by law, or liability for breach of confidentiality. 10.5 The Consultant maintains [PROFESSIONAL INDEMNITY / GENERAL LIABILITY] insurance of [AMOUNT] [DELETE IF NOT HELD]. 11. Term and termination ------------------------ 11.1 This Agreement starts on the Effective Date and continues until terminated. Each SOW ends on completion or on its stated end date. 11.2 Either Party may terminate this Agreement or any SOW with [30] days' written notice. 11.3 Either Party may terminate immediately if the other commits a material breach not fixed within [15] days of written notice, or becomes insolvent. 11.4 On termination, the Client pays for Services performed and expenses incurred up to the termination date, plus non-cancellable commitments. 11.5 Clauses 7, 8, 9, 10, and 12 survive termination. 12. General ----------- 12.1 Independent contractor. The Consultant is an independent contractor, controls how the Services are performed, and is responsible for its own taxes, insurance, and benefits. 12.2 Subcontractors. The Consultant may use subcontractors with the Client's approval and remains responsible for their work. 12.3 Governing law and disputes. This Agreement is governed by [GOVERNING LAW]. The Parties will attempt to resolve disputes by negotiation for [30] days, then [MEDIATION / ARBITRATION / THE COURTS OF [JURISDICTION]]. 12.4 Entire agreement. This Agreement and its SOWs form the whole agreement. Changes must be in writing and signed by both Parties. 12.5 Notices are sent by email to the addresses above. 12.6 E-signature and counterparts are permitted. ------------------------------------------------------------ Signatures ---------- Consultant | Client --------------------------------------- | --------------------------------------- Signature: ____________________________ | Signature: ____________________________ Name: [YOUR NAME] | Name: [CLIENT SIGNATORY] Title: [YOUR TITLE] | Title: [CLIENT TITLE] Date: [DATE] | Date: [DATE] ------------------------------------------------------------ Schedule 1 — Statement of Work No. [1] Attach the first SOW here: objectives, activities, deliverables, timeline, fee model, and sponsor. ------------------------------------------------------------ How to use this template 1. Sign this agreement once per client, then add an SOW for each engagement. 2. Choose one fee model per SOW and fill in the matching row in clause 3.1. 3. Confirm clause 2.3 reflects the advice you are qualified to give. 4. Compare any client procurement terms against clauses 9 and 10 before signing theirs. 5. Have a lawyer in your jurisdiction review your filled-in version once before reuse. Template provided by Colo (trycolo.co). Not legal advice — review with a qualified professional in your jurisdiction.