Consulting Services Agreement
Consultants, strategists, coaches, and fractional leaders
Parties and engagement
This Consulting Services Agreement is effective [DATE] between [CLIENT LEGAL NAME] (“Client”) and [CONSULTANT LEGAL NAME] (“Consultant”). Client retains Consultant to advise on [ENGAGEMENT AREA], and Consultant accepts the engagement under this Agreement and the Engagement Schedule in Exhibit A.
The engagement runs from [START DATE] through [END DATE / MONTH-TO-MONTH] and includes only the advisory services, meetings, workshops, analyses, and deliverables listed in Exhibit A.
Objectives, scope, and assumptions
The business objectives are [OBJECTIVES]. Included services are [SERVICES AND DELIVERABLES]. Excluded services include execution, legal advice, tax advice, accounting, investment advice, employment decisions, regulated professional opinions, technical implementation, and vendor management unless expressly listed.
Consultant’s approach and estimates rely on the assumptions in Exhibit A, including access to [PEOPLE / SYSTEMS / DATA], accuracy of Client information, and timely decisions. A material change in assumptions may require a revised scope, schedule, or fee.
Working method and communications
Consultant will determine professional methods and may provide recommendations through written deliverables, workshops, meetings, email, or the project portal. Client will designate an executive sponsor and operational contact authorized to provide information and make routine decisions.
Scheduled meetings require [NUMBER] business hours’ notice to reschedule. A late cancellation or no-show may count against included capacity. Unless Exhibit A states otherwise, unused meeting or retainer capacity [EXPIRES EACH PERIOD / CARRIES FORWARD FOR NUMBER DAYS].
Client access, information, and cooperation
Client will provide timely and lawful access to relevant personnel, records, systems, policies, financial information, research, and prior work. Consultant may rely on information supplied by Client and third parties without audit or independent verification unless verification is expressly included.
Client will promptly disclose known constraints, conflicts, regulatory requirements, and material changes. Client is responsible for the accuracy and completeness of information and for obtaining internal authority to share it.
Fees, retainer, and expenses
Client will pay [FIXED PROJECT FEE / MONTHLY RETAINER / HOURLY OR DAY RATE] as detailed in Exhibit B. Retainers are invoiced [IN ADVANCE / IN ARREARS] on [DATE], cover up to [CAPACITY], and [ARE / ARE NOT] refundable. Work beyond included capacity requires written approval and is billed at [RATE].
Invoices are due within [NUMBER] days. Approved travel and out-of-pocket expenses are reimbursable. Past-due undisputed amounts may accrue lawful late charges, and Consultant may suspend services after written notice. Client is responsible for applicable transaction, sales, use, or value-added taxes other than taxes on Consultant’s income.
Changes and additional work
Either party may identify a change in objectives, deliverables, stakeholders, data volume, meeting load, timing, or implementation support. Consultant will prepare a written change description with the fee and schedule effect.
Consultant is not obligated to begin added work until approval. Time-sensitive additional work authorized by Client may be billed at the rates in Exhibit B pending a formal change order.
Recommendations, decisions, and no guaranteed outcome
Consultant will use professional judgment to develop recommendations based on information reasonably available. Recommendations involve assumptions, tradeoffs, and uncertainty. Consultant does not guarantee revenue, savings, financing, valuation, growth, employee performance, regulatory approval, market response, or any other specific result.
Client retains sole authority and responsibility for decisions, implementation, controls, legal compliance, and monitoring outcomes. Client should obtain advice from licensed legal, tax, accounting, investment, medical, or other regulated professionals where relevant.
Deliverables, acceptance, and corrections
Client will review each stated deliverable within [NUMBER] business days and provide consolidated feedback tied to the agreed objectives and acceptance criteria. A deliverable is accepted when approved, implemented, paid without reservation, or not disputed in detail during the review period.
Consultant will correct a material failure to meet written acceptance criteria. New analysis, changed direction, new data, additional stakeholder input, or implementation support is outside scope.
Intellectual property and knowledge
Each party retains its pre-existing materials, methods, data, trademarks, and intellectual property. Consultant retains frameworks, models, templates, tools, training materials, prompts, code, generalized insights, and know-how, including improvements that do not disclose Client Confidential Information.
After full payment, Client receives [OWNERSHIP OF IDENTIFIED CUSTOM DELIVERABLES / A PERPETUAL INTERNAL-USE LICENSE] as specified in Exhibit A. Third-party materials remain subject to their own licenses. Client may not resell, publish, train models on, or distribute Consultant’s proprietary frameworks except as expressly permitted.
Confidentiality
“Confidential Information” means non-public business, financial, technical, personal, or creative information disclosed in connection with this agreement and identified as confidential or reasonably understood to be confidential. It does not include information that the receiving party can document was already lawfully known, becomes public without breach, is received lawfully from a third party, or is independently developed without use of the other party’s information.
The receiving party will use Confidential Information only to perform or receive the services, protect it with at least reasonable care, and disclose it only to personnel and professional advisers who need it and are bound by confidentiality duties. A legally required disclosure is permitted after prompt notice where lawful. These duties continue for [NUMBER] years after termination; trade-secret obligations continue while the information remains a trade secret.
Data protection and security
Each party will comply with privacy and data-protection laws applicable to its own activities. Service Provider will use reasonable administrative, technical, and physical safeguards for personal information supplied by Client and will notify Client without undue delay after confirming a security incident affecting that information.
Client will not provide regulated, highly sensitive, or special-category data unless the parties first agree in writing on the need, security measures, retention, and any required data-processing terms. Service Provider may use reputable subprocessors to host, communicate, or deliver the services and remains responsible for selecting them with reasonable care.
Conflicts and non-exclusivity
Consultant may serve other clients, including clients in the same industry, provided Consultant protects Confidential Information and does not knowingly accept duties that create an unmanageable direct conflict. Consultant will disclose a material actual conflict discovered during the engagement.
No exclusivity, noncompetition, or fiduciary duty is created unless a signed addendum expressly states it and has been reviewed for enforceability.
Independent relationship
Service Provider is an independent contractor and not Client’s employee, partner, fiduciary, franchisee, or agent. Service Provider controls the manner and means of performing the services, subject to agreed deliverables, deadlines, and lawful site requirements. Neither party may bind the other without express written authority.
Service Provider is responsible for its own taxes, permits, insurance, personnel, and business expenses except expenses expressly reimbursable under this agreement. No personnel of Service Provider are eligible for Client employee benefits.
Compliance and professional standards
Each party will comply with laws and regulations applicable to its performance. Service Provider will perform the services professionally and in accordance with generally accepted standards for the applicable industry. Client is responsible for obtaining its own legal, tax, accounting, regulatory, accessibility, and compliance advice unless those services are expressly included in the scope.
Neither party will request or knowingly use unlawful, infringing, deceptive, discriminatory, or unsafe materials or instructions. A party may suspend affected work while a good-faith compliance or safety concern is resolved.
Term, termination, and suspension
Either party may terminate a month-to-month engagement with [NUMBER] days’ written notice. A committed project may be terminated as stated in Exhibit B. Either party may terminate for uncured material breach after [NUMBER] days’ detailed notice; fraud, unlawful conduct, serious confidentiality breach, harassment, or nonpayment may justify immediate suspension or termination where lawful.
Client will pay for work performed, earned retainer amounts, approved expenses, and non-cancellable commitments. Consultant will provide paid deliverables in their then-current form and may offer transition assistance at the standard rate.
Force majeure
Neither party will be liable for delay or failure caused by an event beyond that party’s reasonable control, including severe weather, natural disaster, epidemic, war, civil disorder, labor disruption, utility or internet outage, government action, transportation interruption, or supplier failure not caused by that party. The affected party will promptly notify the other, use commercially reasonable efforts to reduce the impact, and resume performance when reasonably possible.
If the event continues for more than [NUMBER] consecutive days and materially defeats the purpose of the engagement, either party may terminate the affected services by written notice. Client remains responsible for work completed and non-cancellable commitments made before termination.
Limited warranty and disclaimer
Service Provider warrants that the services will be performed professionally and substantially conform to the written scope. Client must describe any claimed nonconformity in reasonable detail within [NUMBER] days after delivery. Service Provider’s obligation is to re-perform or correct the affected services when reasonably possible.
Except for that express warranty and any warranty that cannot lawfully be excluded, the services and deliverables are provided “as is.” Service Provider does not promise a particular business, financial, audience, ranking, sales, attendance, aesthetic, or other outcome that depends on Client decisions or third parties.
Third-party claims and indemnification
Each party (“Indemnifying Party”) will defend, indemnify, and hold the other party and its officers, directors, and personnel harmless from a third-party claim, damage, judgment, or reasonable external legal cost to the extent caused by the Indemnifying Party’s gross negligence, willful misconduct, material breach of confidentiality, or infringement arising from materials it supplied.
The protected party must promptly notify the Indemnifying Party, provide reasonable cooperation at the Indemnifying Party’s expense, and allow control of the defense and settlement. No settlement may admit fault by or impose a non-monetary obligation on the protected party without its written consent.
Limitation of liability
To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, opportunity, or data, even if advised of the possibility.
Except for payment obligations, fraud, willful misconduct, breach of confidentiality, infringement or misappropriation of the other party’s rights, or liabilities that cannot lawfully be limited, each party’s aggregate liability arising from this agreement will not exceed the fees paid or payable under the affected statement of work during the [SIX / TWELVE]-month period preceding the event giving rise to the claim.
Governing law and disputes
This agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-law rules. Before filing a claim, an authorized representative of each party will meet in good faith within [NUMBER] days after written notice of the dispute.
If unresolved, the parties will proceed through [COURTS LOCATED IN COUNTY AND STATE / CONFIDENTIAL MEDIATION FOLLOWED BY BINDING ARBITRATION] as permitted by applicable law. Either party may seek temporary injunctive relief to protect confidential information or intellectual property. [INSERT ANY REQUIRED CONSUMER, SMALL-CLAIMS, OR ATTORNEYS’ FEES LANGUAGE AFTER LOCAL LEGAL REVIEW.]
Notices and general terms
Formal notices must be in writing and delivered by personal delivery, nationally recognized courier, or email with confirmation to the addresses listed below, and are effective on confirmed receipt. Routine project communication and approvals may occur through the parties’ designated email addresses or project portal.
This agreement, its exhibits, and signed change orders are the entire agreement and replace prior discussions about the same subject. An amendment or waiver must be in a writing signed by authorized representatives. If a provision is unenforceable, it will be modified only as needed and the remainder will continue. Neither party may assign this agreement without consent, except with substantially all of its business or assets, provided the assignee assumes the obligations. Headings are for convenience. Provisions that by their nature should survive will survive termination.
Electronic signatures and counterparts
The parties intend electronic signatures, typed signatures applied through an agreed electronic-signature service, and signatures in separate counterparts to be binding to the fullest extent permitted by law. A complete electronic copy is treated as an original.
Each signer represents that the signer has authority to bind the named party and has had the opportunity to seek independent legal advice before signing.
Recommended exhibits
Exhibit A — Engagement Schedule: objectives, scope, exclusions, stakeholders, meetings, deliverables, assumptions, acceptance criteria, IP treatment, and timeline.
Exhibit B — Commercial Terms: project or retainer fee, capacity, overage rate, expenses, invoice timing, cancellation, transition, and late charges.
Exhibit C — Data and Systems Access (if applicable): authorized systems, data categories, permissions, security requirements, retention, and incident contacts.
Signatures
CLIENT
Legal name: [CLIENT LEGAL NAME]
Authorized signer and title: [NAME / TITLE]
Signature: [SIGNATURE]
Date: [DATE]
Notice email and address: [EMAIL / ADDRESS]
CONSULTANT
Legal name: [SERVICE PROVIDER LEGAL NAME]
Authorized signer and title: [NAME / TITLE]
Signature: [SIGNATURE]
Date: [DATE]
Notice email and address: [EMAIL / ADDRESS]