Consulting Agreement Template (Free Word Download)

A consulting agreement should settle seven things: who the parties are, what the work covers, how the consultant gets paid, how long the agreement runs, how either side ends it, who owns the work, and who is liable if something goes wrong. Below is a 10-point checklist and a free template you can copy or download as a Word file.

The template works for both sides, whether you are the consultant or the company hiring one. Where your interests pull in different directions, as with ownership of the work, it gives you two options to choose from. In the UK the same document is usually called a consultancy agreement, and the template works under that name too.

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Checklist: 10 things a consulting agreement should cover

The parties. Legal name, company or registration number, address and a named contact on each side.
The services. What will be done and delivered, and by when. Put the detail in a statement of work attached as a schedule, so you can change the scope without rewriting the whole agreement.
Independent status. State that the consultant works independently and is not an employee. If you are unsure where the line sits for your arrangement, ask a lawyer or accountant.
Fees and payment. Hourly rate, fixed fee or monthly retainer, how expenses are handled, when you invoice and how many days the client has to pay.
Changes and extra work. How you agree on work outside the original scope and what it costs. Agree that every change is confirmed in writing first, and email counts.
Term and termination. A fixed end date or an open-ended engagement, and how much notice either side has to give.
Intellectual property. Who owns what the consultant creates, and what the consultant can reuse with other clients.
Confidentiality. What counts as confidential and how long the obligation lasts after the engagement ends.
Liability and insurance. How defects are reported and fixed, a cap on the consultant’s liability, and the insurance the consultant has to carry.
Subcontractors and hiring. Whether the consultant can bring in others, whether either side can hire the other’s people, and whether the consultant can work for competitors.

Download the template

The template below is the full agreement. Copy the text or download it as a Word file. Fill in the fields in square brackets, and where you see Option A, Option B and so on, keep one and delete the rest.

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Consulting Agreement

1. Parties

Client: [Company name], [company or registration number], [address], [email], [phone] (the "Client").

Consultant: [Company or full name], [company or registration number], [address], [email], [phone] (the "Consultant").

Client contact: [name]. Consultant contact: [name].

This agreement takes effect on [effective date].

2. Services

2.1 The Consultant will provide [short description of the services] (the "Services").

2.2 The scope, deliverables and timeline are set out in Schedule 1 (Statement of Work). If this agreement and a schedule conflict, this agreement wins.

2.3 The Consultant performs the Services independently, using their own methods, tools and working hours, as part of their own business. The Consultant is not an employee of the Client.

2.4 The Consultant will perform the Services with the skill and care expected of a professional consultant in the field.

3. Client responsibilities

The Client will provide the information, materials and access to systems and premises that the Consultant reasonably needs, on time. If the Client is late with any of these, the timeline moves by the same amount.

4. Changes and additional work

Any change to the Services, and any work outside Schedule 1, must be agreed in writing by both parties before the work starts. Email is enough. Unless the parties agree otherwise, additional work is paid under section 6.

5. Term

Option A (fixed term): This agreement runs from [start date] to [end date].

Option B (ongoing): This agreement runs from [start date] until either party ends it under section 15.

6. Fees

Option A (hourly or daily rate): The Client will pay [amount] [currency] per [hour / day], excluding sales tax or VAT, for time worked. [Total fees will not exceed [amount] [currency] without the Client's written approval.]

Option B (fixed fee): The Client will pay a fixed fee of [amount] [currency], excluding sales tax or VAT, for the Services described in Schedule 1. The fee is invoiced [at the start / at each milestone / on final delivery].

Option C (monthly retainer): The Client will pay [amount] [currency] per month, excluding sales tax or VAT, for up to [number] hours of Services a month. Unused hours [do not roll over / roll over for one month]. Hours beyond that are billed at [amount] [currency] per hour.

The Consultant may adjust the rate once a year by giving [number] days' written notice.

7. Expenses

Travel, accommodation and other expenses are [reimbursed at cost against receipts / covered by Schedule 2 / included in the fees]. Any single expense over [amount] [currency] needs the Client's approval in advance.

8. Invoicing and payment

The Consultant invoices [monthly in arrears / as set out in section 6]. The Client pays each invoice within [30] days of the invoice date. [Late payments accrue interest at [rate]% per month.]

9. Independent contractor, taxes and insurance

9.1 The Consultant is responsible for their own taxes, insurance and benefits, and for any staff they use.

9.2 The Consultant will carry professional liability insurance of at least [amount] [currency] during this agreement [and for [number] months after it ends], and will show proof on request.

10. Subcontractors

Option A: The Consultant may not use subcontractors without the Client's written approval.

Option B: The Consultant may use subcontractors and remains responsible for their work as if it were the Consultant's own.

11. Intellectual property

Option A (Client owns the work): Ownership of everything the Consultant creates for the Client under this agreement (the "Work Product") passes to the Client [when the fees for that part are paid / on delivery]. The Consultant keeps ownership of tools, methods, templates and know-how they had before this agreement or develop outside it, and the Client gets a non-exclusive, perpetual license to use them as part of the Work Product.

Option B (Consultant keeps ownership): The Consultant keeps ownership of the Work Product. The Client gets a [exclusive / non-exclusive], perpetual license to use, copy and modify the Work Product in its own business.

12. Confidentiality

12.1 Neither party will disclose confidential information received from the other under this agreement. Confidential information means non-public information about the other party's business, customers, pricing, plans and technology.

12.2 This obligation lasts for the term of this agreement and [number] years after it ends.

12.3 It does not cover information a party is required to disclose by law, court order or stock exchange rules.

12.4 [Optional] If the Consultant will handle personal data on the Client's behalf, the parties will sign a separate data processing agreement before that work starts.

13. Non-solicitation and non-compete

13.1 During this agreement and for [number] months after it ends, neither party will actively recruit the other party's employees or consultants who worked on the Services without the other party's written consent. This does not apply to someone who approaches the other party on their own initiative.

13.2 [Optional] During this agreement and for [number] months after it ends, the Consultant will not provide services to [named competitors / businesses in [defined field]] in [geographic area].

14. Warranties and liability

14.1 If the Consultant's work is defective, the Client will notify the Consultant in writing within [number] days of discovering the defect. The Consultant will then fix it within a reasonable time at no extra cost.

14.2 The Consultant's total liability under this agreement is limited to [amount] [currency] / [the fees paid in the [number] months before the claim]. Neither party is liable for indirect or consequential losses, such as lost profits or lost business.

14.3 The limits in 14.2 do not apply to losses caused by willful misconduct or gross negligence, or to a breach of section 12.

15. Termination

15.1 Either party may end an ongoing agreement with [number] days' written notice. A fixed-term agreement [may be ended early with [number] days' written notice / may not be ended early].

15.2 Either party may end this agreement immediately by written notice if the other party materially breaches it and does not fix the breach within [14] days of written notice, or if the other party becomes insolvent.

15.3 When the agreement ends, the Consultant hands over completed work and the Client's materials, and the Client pays for work done up to the end date.

16. General

16.1 This agreement, with its schedules, is the entire agreement between the parties about the Services.

16.2 Changes to this agreement must be in writing and agreed by both parties.

16.3 Neither party may assign this agreement without the other party's written consent.

16.4 Notices under this agreement are sent by email to the contacts in section 1, or to another address a party gives in writing.

17. Governing law and disputes

This agreement is governed by the laws of [state / country, for example the State of New York or England and Wales]. The parties will first try to resolve any dispute by negotiation. If that fails, the dispute goes to the courts of [city / jurisdiction].

18. Signatures

The parties have signed this agreement on the dates below. [Or: This agreement has been signed electronically by both parties.]

For the Client

Name: [name]

Title: [title]

Date: [date]

Signature: ____________________

For the Consultant

Name: [name]

Title: [title]

Date: [date]

Signature: ____________________

Schedules: Schedule 1 Statement of Work. [Schedule 2 Expenses.]

This is a general template, not legal advice. It has not been tailored to your agreement. If the agreement involves significant amounts or anything out of the ordinary, have a lawyer review it before you sign.

Decide these before you sign

A few questions come up in almost every consulting engagement. If the answer isn’t in the agreement, you end up negotiating it in the middle of the project, when agreeing is harder. Settle them up front.

Question	Where in the template
Who owns what the consultant creates?	Section 11. Choose whether ownership passes to the client or the consultant keeps it and licenses it to the client.
Hourly, fixed fee or retainer?	Section 6. Keep Option A, B or C.
When is an invoice due?	Section 8. Fill in the number of days, for example net 30.
How much notice does either side give?	Section 15. Fill in the number of days.
What is the most the consultant can owe if something goes wrong?	Section 14.2. Fill in a fixed amount or a number of months of fees.
Can the consultant bring in a subcontractor?	Section 10. Keep Option A or B.
Can either side hire the other’s people afterwards?	Section 13.1. Fill in how many months the restriction lasts.

If you are the client, the first row matters most. When you pay for a website, a report or a piece of software and want to change and reuse it freely, put that in the agreement.

Hourly, fixed fee or retainer

The template offers three ways to charge. The choice mostly decides who carries the risk that the work takes longer than planned.

Hourly or daily rate. The client pays for time worked and carries the risk of overrun. It suits work where nobody knows the size of the job yet. Add a cap in section 6 if the client needs a ceiling, so going over it needs their approval.
Fixed fee. The consultant carries the risk. That makes the statement of work and the change clause in section 4 the most important parts of the agreement, because anything not in the scope is extra work.
Monthly retainer. The client buys a set number of hours a month. Decide what happens to unused hours and what hours beyond the retainer cost, both of which the template asks you to fill in.

Handle scope changes in writing

Section 4 says changes must be agreed in writing before the work starts, and that email counts. In practice that means one short email each time the scope moves. You can copy this one:

Subject: Change to [project name], please confirm

Hi [name],

As discussed, you’d like us to add [description of the extra work]. This falls outside the statement of work, so under section 4 of our agreement it’s billed as additional work.

Estimate: [hours or fixed amount]. Effect on the timeline: [new date / none].

Reply to confirm and we’ll get started.

[Your name]

The reply is your written confirmation. Save it with the agreement so it is easy to find when you invoice.

How to choose the notice period

It depends on the engagement.

For a defined project, the agreement ends when the project is done. Still write down what happens if either side wants to stop early, or whether that is allowed at all.
For ongoing work, write in a notice period and make it the same for both sides. Go shorter if the consultant is easy to replace, longer if the engagement is large or the consultant turned down other work to take it.

Non-compete and non-solicitation

These two clauses often get mixed up. A non-compete stops the consultant from working for the client’s competitors during the engagement and for a while afterwards. A non-solicitation clause stops either side from actively recruiting the other’s people.

The template includes non-solicitation by default in section 13.1. It does not apply to someone who approaches the other party on their own. The non-compete in section 13.2 is optional. If you want one, write exactly what it covers, with named competitors or a clearly defined field, a place and a limited period. How to word a non-compete for your situation is worth asking a lawyer about.

If you will share sensitive information before the agreement is signed, sign a short non-disclosure agreement first.

Setting the liability cap

Section 14.2 caps what the consultant can owe the client if the work goes wrong. The two usual ways to set it are a fixed amount, or the fees paid over a number of months before the claim. The second scales with the size of the engagement, which suits work that grows over time.

Whichever you pick, look at it next to the insurance in section 9.2. A consultant who agrees to a cap well above their insurance cover is carrying that difference themselves.

When the consultant brings in a subcontractor

If you are the consultant and hand part of the work to someone else, you are still the one who promised the client the result. First check that your own agreement allows subcontractors (section 10, Option B). Then sign an agreement with the subcontractor using the same template, with you in the Client role, and copy across the requirements from your agreement with the end client. Check that your insurance covers the subcontractor’s work too.

Consultancy agreement template for the UK

If you use the template as a consultancy agreement in the UK, a few small edits make it read naturally.

Set the currency fields to GBP and write VAT where the template says sales tax or VAT.
Fill in the governing law in section 17 with the jurisdiction you choose, for example England and Wales.
Change license to licence in section 11 if you prefer UK spelling.

From template to signed agreement

A Word template works, but every new agreement means copying the file, typing in the client’s details by hand, saving a PDF and chasing a signature. Dovio is an EU-hosted AI CRM for small businesses, with its own notetaker and built-in e-signing, so the agreement can go out from the same place you keep the client.

You set the template up once. When you send it, the client’s company and contact details and your own fill in from the CRM. You can add a price table with your own services, so the proposal and the agreement can be the same document. The client signs through a link in their email, and you see who has opened it, started and signed, or declined. When the last person signs, everyone gets the signed copy by email.

The agreement then sits on the company and on the contacts who signed it, next to your emails and meetings. After a recorded client call, the same CRM writes up the meeting and drafts the follow-up email for you to review. More on the contracts page.

Summary

A good consulting agreement answers the questions before they turn into a dispute. The two that matter most are who owns the work and how the agreement ends, so decide both and write them down. Use the template, keep the options that fit the engagement, and confirm every scope change by email. If you’d rather not type the same details in for every new client, set the template up in Dovio and send it for e-signing from there.

Frequently asked questions

What should a consulting agreement include?

The parties, a description of the services and deliverables, fees and payment terms, how long the agreement runs and how it ends, who owns the work, confidentiality, and a limit on liability. Also decide whether the consultant can use subcontractors and what applies to hiring each other’s people.

Is a consulting agreement the same as a consultancy agreement?

Yes. Consultancy agreement is the usual name in the UK and consulting agreement the usual name in the US. What matters is what the document says, and the template on this page works under either title.

Who should own the work a consultant creates?

That is a business decision, and it should be written down. If the client is paying for something it wants to change and reuse freely, such as a website, a report or software, it makes sense for the client to take ownership. If the consultant reuses the same material across clients, the consultant can keep ownership and grant the client a license. Section 11 of the template has both options.

What notice period should a consulting agreement have?

Pick a period that gives the client time to replace the consultant and the consultant time to line up new work, and make it the same for both sides. Fill in the number of days in section 15.

What is the difference between a non-compete and a non-solicitation clause?

A non-compete limits who the consultant can work for during and after the engagement. A non-solicitation clause stops either party from actively recruiting the other’s people. The template includes non-solicitation by default and the non-compete as an optional clause.

Can I use this template as a subcontractor agreement?

Yes. If you are the consultant bringing someone else in, you sit in the Client role. Copy the requirements from your agreement with the end client into the subcontractor’s agreement, so they carry the same obligations you do.

How do I sign a consulting agreement?

Print and sign two copies, or send it for e-signing. The template has a line for both. Make sure every party ends up with a copy of the signed agreement, and keep yours somewhere you will find it again.