Consultant agreement.
A consultant agreement for advisory-style engagement — retainer or per-day fees, defined scope, ethics-conflict provisions, and the lighter IP treatment appropriate to advice (vs deliverable IP).
CONSULTANT AGREEMENT This Consultant Agreement (the "Agreement") is made between [Client Name] (the "Client") and [Consultant Name] (the "Consultant"), effective from [Effective Date]. 1. Engagement. The Consultant is engaged on an independent advisory basis. The Consultant is not an employee, agent, or principal of the Client and shall not represent themselves as such…
What's inside the document.
Independent consultant status; advisory scope; not an employee, agent, or principal.
Advisory services described by domain (e.g. 'strategic advice on go-to-market'). Not a deliverable list.
Retainer, per-day rate, or per-engagement fee. Invoicing terms. Tax handling.
Disclosure of competing engagements; carve-out for industry advisory work; ethics walls where relevant.
Mutual confidentiality; carve-out for general industry knowledge the consultant brings to other engagements.
Lighter IP treatment than contractor — work product owned by client; underlying methodologies remain consultant's.
Often open-ended with a defined review cadence; termination on short notice from either side.
Capped at fees paid; carve-outs for gross negligence and wilful misconduct.
A complete document set.
- Word document (.docx) — fully editable
- PDF — signature-ready
- Google Docs — one-click copy to your Drive
- 12 months of updates to this document
- Commercial-use licence for internal and client work
Three formats, one document.
- Word document (.docx) — fully editable
- PDF — signature-ready
- Google Docs — one-click copy to your Drive
5 steps from download to use.
- 01Use for advisory engagements, not deliverable engagements — for deliverable work the contractor agreement is the right starting point.
- 02Set the fee structure — retainer (monthly), per-day rate (used as needed), or per-engagement (fixed scope).
- 03Confirm the consultant's conflicts disclosure and any ethics walls if they advise competitors.
- 04Set the term as open-ended with a 6-monthly review or a fixed 12-month term renewable by agreement.
- 05Cap liability at fees paid in the preceding 12 months — standard for advisory engagements.
The right document at the right moment.
Use the consultant agreement for advisory engagements — strategic advice, M&A advisory, technical review, executive coaching. The structure recognises that advice is the deliverable and methodology stays with the consultant.
For project-based engagements with concrete deliverables (build a website, write a report, design a system), use the contractor agreement instead. The IP and scope structures differ materially.
Honest answers before you download.
- What about a board advisor agreement?
- Use a separate advisor agreement that includes equity and board-observer rights where applicable. The consultant agreement covers paid advisory work but not equity-bearing board roles.
- How do I cap liability?
- Typical caps are 100% to 200% of fees paid in the preceding 12 months, with carve-outs for gross negligence, wilful misconduct, and IP indemnity. Some clients push for uncapped on data-loss or IP; the consultant typically resists.
- Can a consultant work with my competitor?
- Usually yes — that's the point of consultants. Pair the agreement with a confidentiality clause that survives, an ethics wall where directly competing, and a conflicts disclosure register.
This consultant agreement template is a professionally drafted starting point and is not legal advice. The clauses follow current US and AU practice; adapt the document for your specific jurisdiction and have qualified counsel review any clauses you add before signing or distributing. Full disclaimer.