Consulting Agreement (Free Sample)

Here is What's in the Agreement for Consulting Projects:

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Sample Consulting Agreement

This Consulting Agreement (“Agreement”) is being made between [Consultant Name] (“Consultant”) located at [Street Address, City, State] and [Client Name] (“Client”) located at [Street Address, City, State].  [Consultant Name] and [Client Name] may also be referred to as “Party” or together as the “Parties”.  This Agreement will become effective on [Month DD, 20YY] (“Effective Date”).

IN CONSIDERATION OF the Consultant providing their expertise and services, and the Client receiving and providing compensation for the expertise and services, the Parties agree to the following:

1. Services

    The Consultant agrees to perform the following services (“Services”):

    a. The Consultant will…
    b. The Consultant will…
    c. The Consultant will….

    2. Retainer

      The Consultant will invoice the Client $[XXX.XX] on the first day of every month for all Services performed and all pre-approved expenses incurred during the previous month.  The Client must pay the invoice within fourteen (14) calendar days.  Payments must be sent via electronic payment or check to:

      [Consultant Name]

      [Street Address]

      [City, State Zip Code]

      [Email Address]

      3. Expenses

        The Consultant is entitled to reimbursement for all reasonable and necessary expenses incurred in providing the Services. The Client must pre-approve all expenses/all expenses over $XX.00 [AE1].  The Consultant must include proof and receipts for all reimbursable expenses.

        4. Term and Termination

          a. Term.  This Agreement will begin on the Effective Date and will continue on a month-to-month basis.

          b. Termination.

          i. Either Party may terminate this Agreement at any time by providing the other Party with a thirty (30) day written notice.

          ii. Either Party may terminate this Agreement at any time, with or without notice, if the other Party breaches any material term of this Agreement.

        5. Relationship of the Parties

          a. Binding Authority. The Consultant does not have the authority to bind the Client to any contracts or commitments without the Client’s written consent.

          b. Independent Contractor. The Consultant is an independent contractor.  Neither Party is an agent, representative, partner, or employee of the other Party.

          c. No Exclusivity. The Parties understand this Agreement is not an exclusive arrangement.  The Parties agree they are free to enter into other similar agreements with other parties.  

          d. Ownership.  All work product created by the Consultant in connection with performing the Services is the exclusive property of the Client and the Client is free to use the work product without any restrictions.

          6. Confidentiality

          The Consultant understands they may have access to the Client’s confidential information.  The Consultant agrees to use the Client’s confidential information solely for the purpose of performing the Services.  The Consultant agrees not to share the Client’s confidential information with anyone else unless they are required to by law.  The Consultant’s obligation to maintain confidentiality will survive termination of this Agreement and will remain in effect indefinitely.

          The Client may ask the Consultant to sign a separate confidentiality agreement which is to be expressly incorporated as a part of this Agreement.

          7. Dispute Resolution

          a. Negotiation. In the event of a dispute, the Parties agree to work towards a resolution through good faith negotiation.

          b. Mediation or Binding Arbitration. If talking it over doesn’t go well, either Party may initiate mediation or binding arbitration in the State of [State].

          c. Litigation and Choice of Law. If litigation is necessary, this Agreement will be interpreted based on the laws of the State of [State], regardless of any conflict of law issues that may arise.  The Parties agree the dispute will be resolved at a court of competent jurisdiction in the State of [State].

          d. Attorney’s Fees. The prevailing party ay recover its attorney’s fees and other reasonable costs for a dispute resolved by binding arbitration or litigation.

          8. General

            a. Amendments.  This Agreement may be modified as needed.  To make a modification, the Parties have to agree to the modification in writing in the form of an amendment.  The terms of this Agreement will apply to any amendment made unless otherwise stated in the amendment.

            b. Assignment.  The Parties may not assign the responsibilities they have under this Agreement to anyone else.

            c. Attachments.  All attachments are expressly incorporated as an integral part of this Agreement.

            d. Complete Contract.  This Agreement constitutes the Parties entire understanding of their rights and obligations.  This Agreement supersedes any other written or verbal communications between the Parties, whether they were made before or after signing this Agreement.  Any subsequent changes to this Agreement must be made in writing and signed by both Parties.

            e. Indemnification.  The Parties agree to indemnify one another against all damages caused by their negligent acts and/or performance.

            f. Severability.  If any section of this Agreement is found to be invalid, illegal, or unenforceable, the rest of this Agreement will still be enforceable.

            g. Standard of Performance.  The Consultant acknowledges and represents they have the necessary training, experience, and credentials required to perform the Services.  The Consultant agrees to follow professional standards and applicable laws when providing the Services.

            h. Waiver.  Neither Party can waive any provision of this Agreement, or any rights or obligations under this Agreement, unless agreed to in writing.   If any provision, right, or obligation is waived, it’s only waived to the extent agreed to in writing.

            9. Notices

              All notices under this Agreement must be sent by email with read receipt, or by certified or registered mail with return receipt requested.

              Notices must be sent to:

              [Consultant Name]

              [Client Name]

              [First Name Last Name]

              [First Name Last Name]

              [Street Address]

              [Street Address]

              [City, State Zip Code]

              [City, State Zip Code]

              [Email Address]

              [Email Address]

              By signing below, the Parties agree to the terms of this Agreement.

              [Consultant Name]

              Signed:       ___________________

              Name:                        ___________________

              Title:               ___________________

              Company:     ___________________

              Date:              ___________________

              [Client Name]

              Signed:          ___________________

              Name:                        ___________________

              Title:               ___________________

              Company:     ___________________

              Date:              ___________________

              [AE1]Choose either all expenses or set a threshold.

              Related Contracts and Forms: Agency Agreement Template and Sales Contract.