Agree on what the consulting engagement will deliver

CONSULTING AGREEMENT

Demand Signatures is not a law firm and does not provide legal advice. This template is general information and may not fit your situation. Consult an attorney about your document and applicable requirements.

IMPORTANT NOTICES

General information, not state-specific legal advice. Review the full agreement and required attachments before use.

ENGAGEMENT AND SCOPE

From [Effective date], [Client legal name], [Client mailing address] (Client), engages [Consultant legal name], [Consultant mailing address] (Consultant), to provide [Advisory services]. The business question is [Business question]. Deliverables and checkpoints are [Deliverables and checkpoints]. Excluded implementation and services are [Excluded implementation and services]. Client's decision-maker is [Client decision-maker], and Client inputs and due dates are [Client inputs and due dates].

Notice email for [Client legal name]: [Client notice email]. Notice email for [Consultant legal name]: [Consultant notice email].

ADVICE AND DECISIONS

Consultant will exercise reasonable professional care, identify material assumptions and limitations in its recommendations and promptly identify missing information affecting the work. Client retains responsibility for business decisions and implementation. The parties do not guarantee revenue, funding, regulatory approval or any particular business result. This does not excuse failure to perform the agreed services. No legal, medical, tax, investment or other regulated professional advice is included unless expressly identified and lawfully provided under separately reviewed terms.

WORKING PROCESS AND ACCEPTANCE

Meetings and reporting cadence are [Meetings and reporting cadence]. Client will identify material departures from agreed deliverables within [Days for Client to identify departures after delivery] days of delivery. Consultant will correct agreed deficiencies on a reasonable mutually agreed timetable. Silence is not deemed acceptance, and dissatisfaction with an accurately described business outcome is not itself a scope change. Any added deliverable, implementation request or changed assumption affecting effort requires written agreement on scope, fees and dates before that work begins.

FEES

Undisputed invoices are due [Days to pay an undisputed invoice] days after receipt. Promptly identify disputed items and pay the undisputed balance; the parties will work in good faith to resolve the difference. Separately state legally required taxes. Consultant is responsible for its own income taxes subject to applicable law.

ADVANCE AND EXPENSES

Consultant bears its own expenses.

INDEPENDENCE AND CONFLICTS

Consultant controls its methods and supplies ordinary tools, cannot bind Client and may serve other clients without using Client's confidential information. Consultant will disclose an actual conflict affecting objective performance and agree a resolution before proceeding with affected work. Actual legal classification depends on the facts and applicable law, not this heading.

OWNERSHIP AND PERMITTED USE

Client retains its inputs. Consultant retains pre-existing frameworks and general know-how that do not disclose Client's confidential information.

Third-party restrictions are [Third-party restrictions]. Client may share deliverables with internal decision-makers and professional advisers for the permitted use; third-party reliance is not promised unless separately agreed. Consultant will not publish Client's name, materials or results without written permission.

TERMINATION AND HANDOVER

Either party may end the engagement on [Days of written notice to end the engagement] days' written notice. A material breach may result in termination after written notice and [Days to cure a material breach] days without cure. Client pays earned fees and approved noncancelable expenses incurred before notice, according to the selected fee basis and agreed milestones, not an automatic award of the remaining engagement value. Consultant will deliver paid completed work and an accurate status of work in progress, return Client property and reconcile advances. Accrued rights, payment, ownership/license and confidentiality duties survive as needed.

GENERAL TERMS

The law of [Governing state] governs this agreement, subject to mandatory law that cannot be changed by contract. Ordinary notices must be in writing to the addresses above; email notices are effective when acknowledged, and hand or tracked delivery when received. A legally required method of service still applies. This document and its identified attachments contain the parties' agreement on this subject. Changes require both parties' written agreement. A failure to enforce a term once is not a waiver of future enforcement. If a term cannot be enforced, the remaining terms continue to the extent permitted by law. Neither party may transfer this agreement without the other's written consent, except where mandatory law provides otherwise. Each signer confirms authority to sign. The parties may sign counterparts; electronic signatures may be used where applicable law permits and the parties consent.

SIGNATURES

Client: ____________________

Signature: ____________________ Date: ____________________

Consultant: ____________________

Signature: ____________________ Date: ____________________