Consulting agreement template, clause by clause

What should a consulting agreement include?

A consulting agreement should say what you'll deliver and what's outside it, what it costs and when it's paid, what you need from the client, who owns the work, what stays confidential, how either side can end it, who is liable for what, which state's law applies and how you'll both sign.

The template below does that in 14 short sections:

1. Project & Scope: what you'll deliver, and that extra work is quoted and agreed in writing first.

2. Fees & Deposit: the total fee, the deposit to start, when the balance is due and the late fee.

3. Client Responsibilities & Timeline: what the client provides and how fast they reply.

4. Advice, Not Guarantees: you advise; decisions and results stay with the client.

5. Work Product: the client owns the deliverables once they've paid in full; you keep your own methods.

6. Confidentiality: both sides keep each other's business information private.

7. Cancellation: either side can end it in writing, and the client pays for work done.

8. Limitation of Liability: your liability is capped at the fees paid.

9. Force Majeure: what happens when illness, an outage or a disaster gets in the way.

10. Indemnification: each side covers claims its own fault causes.

11. Independent Contractor: you're not the client's employee.

12. Governing Law & Disputes: which state's law applies, and talking, then mediation, before court.

13. Electronic Signatures: both sides agree the agreement can be signed online.

14. Notices: written notice can go by email.

What does each clause in this consulting agreement mean?

Here is what each part of the template says and what you fill in. The words in double braces, such as {{scope_of_work}}, are the blanks. In Aventide your business name and your client's name fill in from your records; you write the scope, the fee, the deposit, the payment schedule and the governing state before you send it.

Scope (section 1)

You name the service and list the deliverables, milestones and timeline. The clause then says that anything outside that list, including extra deliverables, meetings or analysis, is quoted separately and agreed in writing by both sides before it starts. Write deliverables you can count, like "two workshops and a 10-page report", rather than "strategy support".

Fees and deposit (section 2)

You set the total fee and the deposit. In Aventide the Consulting Agreement starts with a 50% deposit, which you can change or remove; with no deposit, the paragraph becomes "No deposit is required." The deposit is due on signing, or by the deposit invoice's due date if that's later. Work starts once it's paid, and it counts toward the total fee. If the client cancels, you keep the deposit to the extent the law allows and credit it against what they owe.

A business owner on Hacker News who has asked new clients for half up front for five years put the rule plainly: "With new clients, they pay half up front or we don't start."

Payment terms (section 2)

You write when the balance is due, for example "on delivery of the final report" or "in two equal payments on March 1 and April 1". Overdue amounts carry a late fee of 1.5% a month, or the legal maximum if that's lower, and you may pause work until the account is current.

Client responsibilities (section 3)

The client provides the information, materials, decisions and access the project needs, and replies to your requests within five business days. Their delays move the timeline. If they go quiet for more than 30 days, you can treat the project as cancelled by them, and the cancellation terms apply.

Advice, not guarantees (section 4)

You work with professional skill and care, but decisions and results stay with the client, and you don't promise business outcomes. The clause also says you don't give legal, tax or accounting advice. If your work includes any of those, have a lawyer rewrite this part.

Who owns the work (section 5)

The deliverables made for the client become theirs once they've paid in full; until then they're yours. You keep your own methods, templates and know-how, and the client gets a permanent, free, non-exclusive license to use them as they appear in the deliverables. Fonts, stock images and software stay under their owners' licenses. You may name the client and describe the work in general terms in your marketing, without their confidential details, unless they opt out in writing.

Confidentiality (section 6)

Both sides keep each other's non-public business information private and use it only for the project. The duty lasts two years after the agreement ends, and it doesn't cover information that's public, developed independently or received lawfully from someone else.

Cancellation (section 7)

Either side can cancel in writing. If the client cancels, or you cancel because they broke the agreement (not paying counts), they pay for work done up to that date, the deposit is credited against it, and you keep the deposit to the extent the law allows. Nothing transfers for unpaid work. If you cancel for any other reason, you refund what they paid beyond the work delivered and accepted.

Liability, force majeure and indemnity (sections 8 to 10)

Your total liability is capped at the fees the client has paid, and neither side owes indirect damages. If illness, an outage, a natural disaster or another event outside either side's control gets in the way, deadlines move; after 30 days either side can cancel, the client pays for work done and you refund the rest. Each side covers outside claims caused by its own negligence, misconduct or breach, and the client also covers claims from how it uses the work and from materials it supplies.

Contractor status, disputes, signatures and notices (sections 11 to 14)

You're an independent contractor, and each side handles its own taxes and insurance. You choose the state whose law applies. In a dispute you talk first, then try mediation before court, except for small claims, undisputed unpaid fees and urgent orders to protect confidential information or IP. A lawsuit goes to the courts of that state, though a client who signed as an individual for personal purposes can also sue or be sued where they live. Both sides agree the agreement can be signed electronically, and written notices, including cancellation, can go by email.

Watch out

Some of these terms are limited by state law, especially when your client is a person rather than a business: deposits marked non-refundable, late fees, cancellation and refund terms, and ongoing retainers. Check them for your state before you rely on them.

How is the consulting retainer different?

Aventide's Consulting Retainer is written for ongoing work rather than one project. The fee repeats each week, month or quarter, paid in advance, and by default the first period's fee is due on signing. Unused capacity doesn't roll over, either side can end it with 14 days' written notice, and each deliverable is the client's once its period is paid.

Its liability cap is the fees paid in the three months before a claim. Confidentiality, disputes, e-signatures and notices work the same way as in the Consulting Agreement. To read the full retainer, start a new contract in Aventide and pick Consulting Retainer as the starting template.

Which one fits your work is your decision. Aventide's AI is set up not to tell you which contract type is right for your situation, because that's a legal judgment.

Engagement letter template

An engagement letter is a short letter that confirms you will do a piece of work for a client. It names the work, the fee, the timing and who does what. Consultants, accountants and lawyers often send one before the work starts.

A consulting agreement covers the same ground and goes further. It adds payment terms, who owns the work, confidentiality, cancellation and liability. So many consultants use one document for both jobs.

Aventide’s built-in Consulting Agreement can be your engagement letter. Section 1 sets the scope, section 2 the fee and deposit, and your client signs it online. Some fields, such as accounting and law, have their own rules for engagement letters.

This is general information, not legal advice. Review it with a qualified attorney before you rely on it.

The template: Aventide's Consulting Agreement in full

Below is the full text of Aventide's built-in Consulting Agreement, with its blanks in double braces. Copy it into your own document, or start a contract from it in Aventide, where your business name, your client's name and the e-signature line fill in for you. Read the box below first: a template is a starting point, not legal advice.

Read this first

This template is a general starting point written for US businesses. It isn't legal advice, Aventide isn't a law firm, and Aventide isn't a party to any agreement you send. Laws differ by state and change. Review it with a qualified attorney before you rely on it, especially for a large deal, regulated work, a client who is a person rather than a business, or anyone outside the US. Our Legal templates disclaimer explains the rest.

The blanks

• {{effective_date}}: Aventide writes "the date of the last signature on this Agreement". You countersign when you send it, and your client signs last.

• {{business_name}}: your business name.

• {{client_name}}: your client's name.

• {{offer_name}}: the name of the service, for example "Brand Strategy Sprint".

• {{scope_of_work}}: the deliverables, milestones and timeline.

• {{contract_value}}: the total fee, for example "$4,800.00".

• {{deposit_terms}}: the deposit, for example "50% ($2,400.00)". With no deposit, Aventide replaces the whole deposit paragraph with "No deposit is required."

• {{payment_schedule}}: when the balance is due.

• {{governing_state}}: the state whose law applies.

• {{esign_law_clause}}: the e-signature law of that state, which Aventide fills in for you, for example "the Uniform Electronic Transactions Act as adopted in Oregon."

Consulting Agreement

This Consulting Agreement ("Agreement") is made effective as of {{effective_date}} between {{business_name}} ("Consultant") and {{client_name}} ("Client").

1. Project & Scope

Consultant agrees to provide the following consulting services ("Project"):

{{offer_name}}

{{scope_of_work}}

Deliverables, milestones, and the Project timeline are as described above. Work outside this scope (including additional deliverables, meetings, or analysis) will be quoted separately and requires written agreement from both parties before it begins.

2. Fees & Deposit

The total fee for the Project is {{contract_value}}.

A deposit of {{deposit_terms}} is due on signing this Agreement, or by the due date on the deposit invoice if that is later. Work will not begin until the deposit is received. The deposit reserves Consultant's time and is applied toward the total fee. Reserving that time means turning down other work, a loss that is hard to measure, so if Client cancels, Consultant keeps the deposit to the extent permitted by law and credits it against anything Client owes under Section 7. The deposit is refunded only as stated in Sections 7 and 9.

The remaining balance is due as follows: {{payment_schedule}}

Overdue amounts accrue a late fee of 1.5% per month (or the maximum rate allowed by law, if less) from the due date until paid, and Consultant may pause work until the account is brought current.

3. Client Responsibilities & Timeline

Client agrees to provide the information, materials, decisions, and access reasonably needed for the Project, and to respond to Consultant's requests within 5 business days. Delays in Client responses shift the timeline accordingly. If Client is unresponsive for more than 30 days, Consultant may treat the Project as cancelled by Client under Section 7.

4. Advice, Not Guarantees

Consultant will perform the Project with professional skill and care. Consultant provides advice, analysis, and recommendations; decisions and results remain Client's responsibility, and Consultant does not guarantee specific business outcomes. Consultant does not provide legal, tax, or accounting advice.

5. Work Product

Upon receipt of full payment, Consultant assigns to Client all of Consultant's rights, including copyright, in the deliverables prepared specifically for Client under this Agreement. Until full payment, all work remains Consultant's property. Consultant retains ownership of Consultant's pre-existing materials, methods, templates, and general know-how, and grants Client a perpetual, non-exclusive, royalty-free license to use them as built into the deliverables. Third-party materials (such as fonts, stock images, or software) are licensed to Client under their owners' terms, not assigned. Consultant may state that Client is a client and generally describe the engagement in Consultant's marketing, without disclosing Client's confidential information, unless Client opts out in writing.

6. Confidentiality

Each party will keep the other's non-public business information confidential and use it only for the purposes of this Agreement. This obligation survives termination for 2 years, and does not apply to information that is or becomes publicly available through no fault of the receiving party, was independently developed, or was rightfully received from a third party.

7. Cancellation

Either party may cancel this Agreement with written notice. If Client cancels, or Consultant cancels because Client has materially breached this Agreement (including by not paying), Client pays for work completed through the cancellation date; any deposit is credited against that amount, and Consultant keeps the deposit to the extent permitted by law even if that work is worth less. No rights transfer for unpaid work. If Consultant cancels for any other reason, Consultant will refund everything Client has paid beyond the fees for work already delivered and accepted.

8. Limitation of Liability

Consultant's total liability under this Agreement is limited to the total fees paid by Client. Neither party is liable for indirect, incidental, or consequential damages.

9. Force Majeure

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including serious illness or medical emergency, accident, natural disaster, fire, flood, severe weather, power or internet outage, labor disruption, or government action. The affected party will notify the other promptly, and affected deadlines extend for the duration of the event. If performance remains prevented for more than 30 days, either party may cancel this Agreement in writing; Client pays for work completed to date, and Consultant refunds anything Client has paid (including any deposit) beyond the fees for that work. This section does not excuse payment for work already done.

10. Indemnification

Each party agrees to indemnify and hold the other harmless from third-party claims, losses, and reasonable attorneys' fees to the extent caused by that party's negligence, willful misconduct, or breach of this Agreement. Client is additionally responsible for claims arising from Client's use of the deliverables and from materials or information Client supplies.

11. Independent Contractor

Consultant is an independent contractor, not an employee, partner, or agent of Client. Each party is responsible for its own taxes and insurance.

12. Governing Law & Disputes

This Agreement is governed by the laws of {{governing_state}}, without regard to its conflict-of-laws rules. If a dispute arises, the parties will first try in good faith to resolve it through direct discussion. If that fails within 30 days, the parties will try mediation with a mutually agreed mediator before starting a lawsuit, sharing mediation costs equally. If the parties cannot agree on a mediator within 15 days, or the dispute is not resolved within 60 days after either party asks for mediation, either party may go to court. Mediation is not required before (a) bringing an eligible claim in small claims court, (b) suing to collect fees that are past due and not disputed in writing, or (c) asking a court for urgent relief to protect confidential information or intellectual property. Any lawsuit must be brought in the state or federal courts located in {{governing_state}}, and both parties agree to those courts' jurisdiction; but if Client is an individual who signed this Agreement for personal, family, or household purposes, Client may also sue or be sued where Client lives. This Agreement is the entire agreement between the parties regarding the Project and replaces all prior proposals, discussions, and agreements about it. Amendments must be in writing and agreed to by both parties. If any provision is found unenforceable, it will be enforced to the greatest extent allowed, and the rest stays in effect.

13. Electronic Signatures

Both parties agree that this Agreement may be executed electronically and that electronic signatures are legally binding, consistent with the U.S. ESIGN Act and {{esign_law_clause}}

14. Notices

Notices under this Agreement, including notice of cancellation or breach, must be in writing and may be sent by email to the address each party used for signing this Agreement, or to a new address a party gives the other in writing. A notice is effective when sent, unless the sender receives a message that it was not delivered.

This Agreement is signed electronically. The signature record (each party's consent to sign electronically, email-link authentication of the client signer, timestamps, IP addresses and device details, and document integrity hashes) is attached to the signed PDF as a Signature Certificate.

A starting point, not legal advice. Read the Legal templates disclaimer before you use it.

How do you send a consulting agreement in Aventide?

In Aventide you start a new contract from the client's room, pick Consulting Agreement, fill in the blanks and countersign. Your client then signs online, on a page with your logo and colors, and both of you get the signed PDF. The deposit invoice waits for your approval, unless you ticked "Send invoice automatically after signing".

1. Start the contract. In the client's room, choose + Contract. If you like, pick one of your offers under From offer to carry its price, deposit and deliverables into the draft. Choose Consulting Agreement as the starting template. If the client has just accepted your proposal in their portal, a card lists your agreement templates instead: tick Consulting Agreement, and the price carries over.

2. Fill in the blanks. Your business name and your client's name come from your records. Add the scope of work, the contract value, the deposit, the payment terms and the governing state. Aventide's AI can fill in details or reword a clause you ask it to change. Doing things yourself never uses credits. Only the AI's work does.

3. Read it, then countersign. Change anything you want in the text. Then type your full legal name under Sign as your business and choose Send for signature. Aventide keeps an exact copy of what you send, and that copy can't be edited.

4. Your client signs. They get a private link by email, confirm their email address, read the agreement and the e-signature disclosure, tick the consent box and type their name. They can also decline, with an optional note.

5. Both of you get the signed copy. Aventide makes the signed PDF, with a Signature Certificate that records each step, and emails it to you and your client.

6. Collect the deposit. When your client signs, the deposit invoice waits for your approval, unless you ticked "Send invoice automatically after signing" on the contract. It goes out through your own Stripe or QuickBooks account, and Aventide takes 0% of what your client pays you.

Anything Aventide drafts for a client waits for your approval; automations you switch on run on their own. From the contract you can send a reminder, send a new link or revise and resend; reminders go when you send them, not on a schedule. Each agreement is signed by your client and countersigned by your business.

If you're writing the proposal that comes before the agreement, start with our guide to writing a sales proposal. For how Aventide fits a consulting business end to end, see Aventide for consultants.