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Purpose of this contract

This consulting agreement is a simple contract, intended to set out the terms for one party to provide consulting services to another. Consulting agreements may also be called service agreements or independent contractor agreements, among other names.

This particular consulting agreement is intended to cover consulting work between small businesses where both parties understand the nature of the services and the business consequences are manageable if the services are not performed properly. Some examples of services for which this agreement may be appropriate include:

• business or management consulting
• graphic design for websites, company logos or printed materials

This Consulting Agreement may also be appropriate for simple software development projects, but it is not appropriate for software development projects where:

• the requirements and the scope of work need to be determined as part of the project;
• the project will span several months (or years);
• the client has limited or no experience in software development; or
• there are serious business or financial consequences for the client if the consultant does not perform the services on time, on budget or to the level of quality expected.

Also note that the agreement does not deal explicitly with software development using open source software. In particular, there is no provision to contribute work product back to an open source project.

More generally, this consulting agreement reflects the following assumptions:

• The complexity of the services is low to moderate and the nature of the services is understood reasonably well by both parties.
• The client wants to own the work product created by the consultant, and the consultant is agreeable to transferring ownership of that work product.
• The cost of the services is low to moderate for the client.
• The consequences for the client if the services are not delivered – on time, on budget, to the required level of quality, or at all – are manageable (in order words, the risk is low or manageable (or both) for the client).
• The consultant is clearly an independent contractor, not an employee. See General considerations for consulting agreements for a short explanation of the difference and the consequences.
• The client will disclose confidential information to the consultant as part of the consulting services, but it will not be necessary for the consultant to disclose its own confidential information in order to provide the services.

• If you have questions or concerns about whether this template is suitable for you, you will consult a lawyer in your jurisdiction.

• Mutual confidentiality. The confidentiality provisions in this consulting agreement are simple and are one-way, not mutual: only the client will be disclosing confidential information to the consultant. For more information on confidentiality agreements, see General considerations for confidentiality agreements.
• Conflict of interest. The client may want to negotiate some protection against the consultant doing similar work for competing companies.
• Representations and warranties. The representations in this consulting agreement are very basic. The client may want more detailed representations about the services, the quality of the services and the consultant's qualifications, among other topics.
• Insurance. The client may wish the consultant to have insurance coverage for its obligations and liabilities under the agreement.

This contract template is intended to be compatible with common law jurisdictions.

Is this template suitable for you?

LexPublica can't choose a contract template for you nor give you legal advice (see our Terms of Service). No single consulting agreement is appropriate for all circumstances. If you're not sure about what you need, you should consult a lawyer in your jurisdiction. You should also consult a lawyer if you need help customizing this template for your individual circumstances.

Filling out the template

1. The date you fill in at the top of the template will be the date on which the agreement becomes effective (even if that date is different than the date on which the parties sign the agreement).
2. Fill in the name and address of each of the parties to the agreement.
   1. For corporations, make sure you use the full, legal corporate name (e.g., "[The Corporation Corp.], a company incorporated under the laws of [Jurisdiction], with an address at [Address]").
   2. For individuals, use their full, legal name (e.g., "[Name], an individual with an address at [Address]").
   3. Similarly, indicate other entity types such as a partnership.
   4. You may want to include an email address and a phone number in case you need to contact the party later. For businesses, you may also want to include an individual contact's name and title.
3. In section 5, fill in the interest rate applicable to overdue payments.
4. In section 16, fill in the jurisdiction whose law you want to apply to this agreement. For example:
   This Agreement is governed by the laws in effect in the State of New York.
   
   This Agreement is governed by the laws in effect in the Province of Ontario.
   
   If both parties are in the same jurisdiction, that may be the jurisdiction you wish to use. If the parties are in different jurisdictions, you'll have to decide or negotiate which jurisdiction's laws you wish to apply.
   This contract template is intended to be compatible with common law jurisdictions. You should consult a lawyer if you have any questions about jurisdiction or want legal advice on the agreement in general.
5. In Schedule A, fill out:
   1. the description of the services;
   2. the details of the fees, payment timelines and deposits (if any);
   3. the consultant's materials that will not be part of the work product -- that is, materials like templates and tools, the ownership of which the consultant will not be transferring to the client;
   4. whether subcontracting is permitted or not, and if it is permitted, the details about the subcontractors and the services they will perform.
   The description of the services and the fees are aspects of the agreement that are very important: make sure you capture the work to be done with sufficient detail and clarity for both parties. Similarly, make sure the fees and payment details are detailed and clear. Care in these areas reduces the risk of misunderstandings and disputes later.

Attribution requirement

As noted at the end of the contract, you may use and share the template with anyone, free of charge, on the terms of the Creative Commons Attribution 3.0 Unported License, and you must keep the notice (including links) on copies of the template, including on versions that you fill out and use. You may also modify the template. If you do so, you must include the following notice at the end of the modified template:


This template is based on a LexPublica (http://lexpubli.ca) contract template for a Consulting Agreement. View the original template here http://lexpubli.ca/contracts/consulting/legal-terms. You may use and share this template with anyone, free of charge, on the terms of the Creative Commons Attribution 3.0 Unported License. You may also modify the template. In all cases, you must keep this notice (including links) on copies or modified versions of the template, including on versions that you fill out and use.