Updated on January 13th, 2023
A consulting agreement is a service contract between an independent contractor and a client by which the contractor will work in an advisory role. As a consultant, the contractor is hired to use their expertise to maximize company profits by providing analysis, giving recommendations, and streamlining operations. The completed document will relay the terms of the business relationship, including the hired services, duration, and rate or fee. By setting out the terms in writing, both parties can avoid unnecessary conflict.
Companies and entrepreneurs seek out consulting services to improve their business operations and use the advice of a specialist to their advantage.
- Financial Advisor
- Human Resources (HR)
- Information Technology (IT)
- Public Relations (PR)
- Real Estate
- Software Development
- 1 Page (Simple)
- Contingency Fee
- Retainer Agreement
What is a Consultant?
A consultant is a self-employed professional that offers advice and guidance to individuals and entities in exchange for payment. Although there are no set qualifications to be a consultant, they are generally expected to be experts in their field. A consultant can provide companies with an objective perspective on their processes and systems, making suggestions to optimize their effectiveness. Consulting services may also be utilized to provide expertise on an ongoing basis in lieu of hiring an employee.
As an independent contractor, the consultant must operate separately from their client’s business to legally maintain their non-employee status.
What is a Consulting Agreement?
A consulting agreement lays out the terms and conditions by which an independent contractor is hired to provide consulting services for a client.
What Should be Included?
- Parties (identification) – The names of the consultant and the client.
- Services – A description of the services that the consultant must provide to fulfill the contract.
- Term (contract length) – The start and end date of the contract or event that renders the contract complete.
- Compensation & Payment – The rate, fee, commission or other payment that the consultant will receive for their services and the timing of those payments.
- Retainer – The minimum amount/deposit that must be paid to secure the consultant’s services.
- Contingency – If there is potential financial gain from the consultant’s service, they may be given a flat fee or percentage of the winnings (usually for legal consultation in the case of a settlement).
- Expenses – Any costs that will be covered by the client.
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1. THE PARTIES. This Consulting Agreement is made effective as of [MM/DD/YYYY] by and between [CONSULTANT NAME] with a mailing address of [CONSULTANT ADDRESS] and [CLIENT NAME] with a mailing address of [CLIENT ADDRESS].
2. SERVICES. The Consultant agrees to provide the following Service(s): [CONSULTANT SERVICES].
3. TERM. The Services shall commence on [MM/DD/YYYY] and end upon either party providing [#] days’ notice.
4. COMPENSATION. In consideration for the Services provided, the Consultant is to be paid in the following manner [DESCRIBE COMPENSATION].
5. PAYMENT METHOD. The Consultant shall be paid, in accordance with section 4, within [#] days upon the Client receiving an Invoice from the Consultant.
6. RETAINER. The Client is (☐ Required | ☐ Not Required) to pay a Retainer. If required, the retainer shall be in the amount of $[AMOUNT (IF APPLICABLE)].
7. CONTINGENCY. As part of the Consultant’s Pay, there (☐ Shall | ☐ Shall Not) be a contingency fee arrangement. If applicable, the contingency fee shall be paid in accordance with the following: [CONTINGENCY TERMS (IF APPLICABLE)].
8. EXPENSES. The Consultant shall be responsible for ONLY the following expenses: [EXPENSES (IF ANY)].
9. LEGAL NOTICE. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States Postal Service via Certified Mail with return receipt to the addresses listed in Section 1.
10. PAYMENT OF TAXES. Under this Agreement, the Client shall not be responsible for all State and Federally-mandated tax requirements.
11. EMPLOYEES’ COMPENSATION. The Consultant shall be responsible for providing their employee’s all state, federal, and agreed-upon benefits, unemployment compensation, and worker’s compensation.
12. INDEMNIFICATION. The Consultant shall indemnify and hold the Client harmless from any loss or liability from performing the Services under this Agreement.
13. GOVERNING LAW. This Agreement shall be governed under the laws in the State of [STATE NAME].
14. SEVERABILITY. This Agreement shall remain in effect in the event a section or provision is unenforceable or invalid.
15. ADDITIONAL TERMS AND CONDITIONS.
[ADD ADDITIONAL TERMS AND CONDITIONS HERE (IF ANY)].
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates written hereunder.
Consultant’s Signature: ____________________ Date: [MM/DD/YYYY]
Print Name: [CONSULTANT NAME]
Client’s Signature: ____________________ Date: [MM/DD/YYYY]
Print Name [CLIENT NAME]
How to Charge for Consulting
The rate a consultant will price themselves at will vary depending on their experience level, training, market demand, and the type of services for which they are being hired.
Consultants can charge for their services using one or all of the following methods:
- Hourly – The consultant charges a flat rate for each hour that they work for the client. In most cases, the contractor will track their own hours and bill the client when the job is complete.
- Per Project – The client pays a flat fee for each assigned project that the consultant finishes.
- Results-Based (Performance) – The consultant is paid a commission on profits or sales, usually in addition to other compensation.
- Combination – The client pays the consultant using a combination of the above metrics based on the tasks that the consultant completes, the services they provide, and the amount of time that they work.
A retainer is a fixed sum of money paid to a consultant before work on a contract has begun. This deposit provides the consultant with the security that they are guaranteed a minimum amount of work and payment even if the client backs out of the agreement. In receiving a retainer, the consultant guarantees that the client will have access to their services in the near to medium term.
When to use. It is recommended to use a retainer if any of the following are true:
- The consultant has significant experience.
- The industry is highly competitive.
- The client will need assistance with a long-term project.
Two (2) types of retainers:
- Pay for Work (Standard) – The most common retainer model, “pay for work,” involves the client paying the consultant in advance to secure access to their services. The consultant will draw from the retainer until depleted, after which point the consultant will bill the client for any additional hours they work or tasks they complete. If the consultant was needed for fewer hours than what was paid in the retainer, they will refund the difference to the client.
- Pay for Access – Instead of paying for set hours, the client pays a set fee on a recurring basis (often monthly) for access to the consultant’s expertise. In other words, the client isn’t paying for a specific service, but for the ability to reach out to the consultant when a question or issue arises. This option is favored by more seasoned consultants due to the flexibility and guaranteed income that it can provide.