Consulting agreement template: what to include

What is a consulting agreement?

A consulting agreement is a contract between a client and an independent consultant or consultancy to deliver a service. It isn't an employment contract: the consultant decides how the work is done, invoices for it and handles their own taxes. That's exactly why it matters to write it down. Without a written agreement it soon becomes unclear what was included, who owns what was made, and what happens if one side wants out.

The ten clauses a consulting agreement should have

1. Parties. Full legal names, company numbers and addresses, and a contact person on each side.
2. Scope. What will be delivered, as concretely as you can. Also say what is not included.
3. Term. A start date, and an end date or that it runs until terminated.
4. Fees and payment. Hourly rate or fixed price, how often you invoice, the payment terms and what happens when payment is late.
5. Expenses and travel. Whether travel time is billed, and whether expenses are reimbursed at cost.
6. Changes. How new requests are agreed and priced, so the scope can't grow without the price.
7. Intellectual property. Who owns the result, and when ownership passes. A common choice: the client owns it once the invoice is paid, and the consultant keeps their own tools and methods.
8. Confidentiality. Both sides keep each other's business information private, also after the agreement ends.
9. Liability. A cap on what the consultant can be liable for, often the fees paid under the agreement.
10. Termination and disputes. Notice period, what happens to work in progress, governing law and where disputes are heard.

If the consultant processes personal data on the client's behalf, you also need a data processing agreement.

Consulting agreement template

Copy the text, replace what's in square brackets and remove what doesn't fit.

1. Parties

This agreement is made between [Client name], company number [number] ("the Client"), and [Consultant name], company number [number] ("the Consultant").

2. Scope

The Consultant will deliver the following: [description of the work]. The following is not part of the work: [exclusions].

3. Term

This agreement runs from [start date] to [end date]. Either party may terminate it in writing with [number] days' notice.

4. Fees and payment

The Client pays [rate] per hour excluding VAT, or a fixed price of [amount] excluding VAT. The Consultant invoices [monthly / on delivery], with payment due within [number] days. Late payments carry interest at the statutory rate.

5. Changes

Changes to the scope are agreed in writing, with their price and effect on the timeline, before work on them starts.

6. Ownership

Once the Client has paid for the work, the Client owns the result. The Consultant keeps the rights to their own tools, templates and methods that existed before this agreement.

7. Confidentiality

Each party keeps the other's business information confidential. This duty continues after the agreement ends.

8. Liability

The Consultant's total liability under this agreement is limited to the fees paid under it. Neither party is liable for indirect losses.

9. Governing law and disputes

This agreement is governed by the laws of [country]. The parties will try to settle disputes by negotiation, and otherwise in the courts of [place].

Common mistakes

• A vague scope. "Marketing support" has no edge. "Four landing pages and one newsletter a month" does.
• Ownership isn't mentioned. Then there's room to argue over design files, code or copy.
• No change process. Small requests turn into a lot of extra work that nobody agreed a price for.
• It's never signed. It sits as an attachment in an email. Send it for signature instead, so both sides know what applies and when it was agreed.

This article is not legal advice. For large or unusual engagements, have a lawyer read the agreement.

From template to signed agreement, with your agent

A template saves time the first time. What takes time after that is filling in the same client, price and dates in every new agreement, sending it, and keeping track of what's signed. With Pledge you keep the template once, with fields for client, price and dates. Then you ask your agent, in Claude, ChatGPT, Codex or Cursor: "Make a consulting agreement for Acme, 40 hours a month at 120 an hour, starting 1 December." It drafts from your template, shows it to you in the chat, and sends it for electronic signature when you say so.