Consulting agreement template

CONSULTING SERVICES AGREEMENT

Made on [2026-02-02] between:

CLIENT: [Client legal entity name], of [registered address] ("Client")
CONSULTANT: [Your legal name or firm], of [address] ("Consultant")

1. STRUCTURE
1.1 This agreement sets the terms for all consulting work Consultant
    performs for Client.
1.2 Each engagement is described in a separate statement of work
    ("SOW") signed by both parties, setting out objectives,
    deliverables, dates, fees, and any engagement-specific terms.
1.3 Each SOW is governed by this agreement. If they conflict, this
    agreement wins, unless the SOW says expressly that it overrides a
    numbered clause here.
1.4 This agreement does not oblige Client to commission any work, or
    Consultant to accept any.

2. SERVICES
2.1 Consultant will perform each SOW with the skill, care, and diligence
    expected of a competent professional in this field.
2.2 Consultant will comply with Client's reasonable site rules and
    security policies when working at Client's premises or on Client's
    systems.
2.3 Consultant may use subcontractors with Client's prior written
    consent, and remains fully responsible for their work and for their
    compliance with this agreement.

3. FEES AND PAYMENT
3.1 Fees are as stated in each SOW, on one of these bases:
    · Fixed fee for defined deliverables;
    · Day rate of $[1,800.00], minimum [half] day, billed in [half]-day
      increments;
    · Monthly retainer of $[6,000.00] covering up to [4] days per month.
3.2 Retainers: unused days [do not roll over] / [roll over for one month
    only]. Days beyond the retainer are billed at the day rate in 3.1.
    A retainer is invoiced in advance, on the [1st] of each month.
3.3 Invoices are payable within [30] days.
3.4 Late payment accrues interest at [1.5]% per month, or the maximum
    permitted by law in [jurisdiction] if lower. Consultant may suspend
    services on written notice while an invoice is more than [21] days
    overdue.
3.5 Expenses over $[150.00] are approved in advance and reimbursed at
    cost with receipts. Travel time beyond [90] minutes each way is
    billed at [50]% of the day rate.
3.6 Fees are exclusive of [sales tax / VAT], added where applicable.

4. CLIENT OBLIGATIONS
4.1 Client names an executive sponsor and a day-to-day contact for each
    SOW, and gives Consultant the access, data, and introductions the
    SOW requires.
4.2 Client responds to requests for information or approval within [5]
    business days.
4.3 If Client's obligations are late, dates in the SOW move by at least
    the length of the delay, and Consultant may invoice for work already
    performed.
4.4 Client is responsible for its own decisions, and for the accuracy of
    the information it gives Consultant.

5. INTELLECTUAL PROPERTY
5.1 On payment in full, Consultant assigns to Client all intellectual
    property rights in the deliverables created specifically for Client
    under a SOW.
5.2 Consultant retains ownership of its background IP: frameworks,
    models, methodologies, templates, tools, and know-how existing
    before the engagement or developed independently of it. Client
    receives a perpetual, worldwide, royalty-free, non-exclusive licence
    to use background IP internally to the extent it is embedded in a
    deliverable.
5.3 Consultant may continue to use the general skills, experience, and
    know-how gained, provided nothing confidential to Client is
    disclosed or reused.
5.4 Neither party may use the other's name, logo, or trade marks
    publicly without written consent, except that Consultant may list
    Client's name and a factual description of the engagement in a
    credentials list after [the engagement ends].

6. CONFIDENTIALITY
6.1 Each party will keep the other's confidential information private,
    use it only to perform this agreement, disclose it only to people
    who need it and are bound by equivalent duties, and protect it at
    least as carefully as its own.
6.2 This applies for [5] years after the last SOW ends, and
    indefinitely for trade secrets and personal data.
6.3 It does not apply to information that is public without fault, was
    already lawfully known, is independently developed, or must be
    disclosed by law — in which case the other party is notified first
    where legally permitted.
6.4 On request at the end of an engagement, each party returns or
    deletes the other's confidential information, except one archival
    copy retained for legal and professional-records purposes.

7. DATA PROTECTION
Where Consultant processes personal data on Client's behalf, it does so
only on Client's documented instructions, applies appropriate technical
and organisational measures, and will notify Client without undue delay
of any suspected breach. Where required, the parties will sign a data
processing agreement, which takes precedence on data matters.

8. INDEPENDENT CONTRACTOR
8.1 Consultant is an independent contractor, not an employee, worker,
    partner, or agent of Client. Nothing here creates a partnership or
    joint venture.
8.2 Consultant controls how, when, and where services are performed,
    supplies their own equipment, and may serve other clients —
    including others in Client's sector — subject to clause 6.
8.3 Consultant is responsible for their own taxes, national insurance or
    equivalent contributions, benefits, and insurance, and will
    indemnify Client against claims arising from Consultant's failure to
    account for them.
8.4 Consultant maintains [professional indemnity insurance of
    $[1,000,000]] and [public liability insurance of $[1,000,000]], and
    will provide certificates on request.

9. NON-SOLICITATION
9.1 During each engagement and for [12] months afterwards, neither party
    will directly solicit for employment any individual who was
    materially involved in the engagement on the other side.
9.2 This does not prevent general recruitment advertising, or hiring
    someone who applies in response to it.
9.3 Nothing in this agreement restricts Consultant from working for any
    other client, including in Client's industry. Any exclusivity must
    be agreed in a SOW, for a named list and a fixed period, and paid
    for separately.

10. RESULTS AND LIABILITY
10.1 Consultant provides advice and analysis. Consultant does not
     guarantee any business outcome — revenue, cost, retention,
     valuation, funding, or otherwise — because those depend on
     Client's execution and on market conditions neither party
     controls.
10.2 Consultant is not providing legal, tax, accounting, regulatory,
     or investment advice, and Client should take its own from
     licensed advisers.
10.3 Client remains responsible for its own decisions and for any
     action it takes on Consultant's recommendations.
10.4 Neither party is liable for indirect or consequential loss,
     including lost profits, lost savings, or lost opportunity.
10.5 Consultant's total liability for all claims under this agreement
     and all SOWs is limited to the fees paid by Client in the [12]
     months before the claim arose.
10.6 Nothing limits liability for fraud, for death or personal injury
     caused by negligence, or for anything that cannot lawfully be
     limited.

11. TERM AND TERMINATION
11.1 This agreement runs from the date above until terminated.
11.2 Either party may terminate this agreement on [30] days written
     notice. Termination does not end a SOW already in progress unless
     the notice says so.
11.3 Either party may terminate a SOW on [15] days written notice, or
     immediately for a material breach not fixed within [10] business
     days of written notice.
11.4 On termination of a SOW, Client pays for all services performed
     and all committed non-cancellable costs to that date. Consultant
     hands over work in progress in its current state.
11.5 Clauses 5, 6, 7, 9, 10, and 12 survive termination.

12. GENERAL
12.1 Governing law: [jurisdiction]. Exclusive jurisdiction of its
     courts.
12.2 Disputes: the parties will attempt to resolve any dispute through
     a good-faith discussion between senior representatives within
     [15] business days before starting proceedings.
12.3 Force majeure: neither party is liable for delay caused by events
     outside its reasonable control, with prompt notice and reasonable
     mitigation.
12.4 Notices are given by email to the addresses below and are deemed
     received on the next business day.
12.5 Changes must be in writing and signed by both parties.
12.6 Neither party may assign this agreement without the other's
     written consent, not to be unreasonably withheld.
12.7 This agreement and the SOWs issued under it are the whole
     agreement between the parties.
12.8 If any clause is unenforceable, it is limited to the minimum
     extent necessary and the rest stays in force.

CLIENT                             CONSULTANT
Name: ______________________       Name: ______________________
Title: _____________________       Title: _____________________
Email: _____________________       Email: _____________________
Signature: _________________       Signature: _________________
Date: ______________________       Date: ______________________