Templates · Contracts

A consulting agreement is a services contract with four extra arguments.

Most consulting agreements start from a general services template, and the four things that actually matter to a consultant are the four the generic template handles worst: whether you are an independent contractor, who owns what you make, whether you can be poached, and how the fee really works when the scope moves.

What it has to contain

Every clause, and what it is doing there.

Worth having as a checklist whatever you draft it in. The provisions are the reason the agreement works; the formatting is not.

01Parties and engagement	Who is engaged, by whom, and the nature of the engagement. The words here matter for the status question below.
02Independent contractor status	That you are not an employee, are responsible for your own taxes and insurance, and control how the work is done. Misclassification is a real exposure for both sides, and this clause is the first thing anyone looks at.
03Services and deliverables	What you will do, what gets handed over, and when. Named deliverables beat described intentions every time.
04Fees	Day rate, fixed fee, retainer or milestones, plus expenses and what needs pre-approval. Say how out-of-scope work is priced before it arrives, not after.
05Intellectual property	Who owns work product, and what you keep. Consultants commonly carve out pre-existing materials, methods and general know-how, licensing rather than assigning them.
06Confidentiality	What you may not disclose, and for how long. Often narrower than a standalone NDA because it sits within the engagement.
07Non-solicitation	Whether either side may hire the other's people, and for how long. Commonly mutual and commonly twelve months.
08Term and termination	How long, how either side exits, notice, and what is payable for work in progress. Consultants should care about this more than about the liability cap.
09Liability	The cap and its carve-outs. A cap at fees paid is the usual starting position for a consultant.
10Governing law	Jurisdiction and venue.

What changes with the deal

The parts no template can decide.

Fee model

Day rate, fixed fee, retainer or milestone. Each changes the invoicing and termination clauses, not just the number.

IP position

Full assignment, assignment with a carve-out for pre-existing materials, or a licence. The most negotiated clause in consulting work.

Non-solicit length

Six to twenty-four months, and whether it is mutual.

Expenses

Included, billed at cost, or capped, and what needs approval first.

Commonly missed

The clauses people delete by mistake.

Generic templates carry clauses for situations you are not in, so the instinct is to cut what looks unnecessary. These are the ones worth keeping.

Carving out your own methods, tools and know-how from an IP assignment.
What is payable if the client terminates mid-milestone.
A cap on revisions before a change request applies.
Who is responsible for third-party licences used in the work.
A named client contact with authority to approve, so acceptance is not a committee.

Why not a download

What a downloaded contract template still leaves you to do

The clauses you delete are the risk

Generic contracts carry provisions for situations you are not in, so the instinct is to cut whatever looks unnecessary. That is how the liability cap, the cure period and the survival clause go missing, and none of them is missed until it matters.

Nothing reconciles the terms with each other

Payment says milestones, termination says thirty days, and acceptance says nothing. A template cannot notice that the three clauses disagree, because it was written before your deal existed.

The signed copy goes into a folder

A contract in storage is a contract nobody can query. The notice period, the renewal date and the value are in the text, which means they are nowhere you will look in eighteen months.

In seconds, with AI

Drafting one in seconds, and keeping it afterwards

One sentence like this is enough: Six-month consulting agreement, three days a week at $1,200 a day, expenses at cost with anything over $500 pre-approved, I keep my own frameworks, mutual twelve-month non-solicit.

Describe the arrangement, not the document. "Mutual NDA with Northwind before the pilot, three years, Delaware law." It works out what kind of agreement this is and what it has to contain.
It asks only what genuinely changes the terms. Mutual or one-way. Term. Who signs and in what order. Two tappable questions rather than a form, and your answers become defaults.
Your own wording, if you have it. Import existing paper from PDF or DOCX and it becomes an editable template. Settings carries a playbook in free text the AI obeys, so a rule like never agree to unlimited liability holds on every document.
Signed against a specific version. Each party signs wording identified by its content hash, with email verification and a certificate of completion on the final PDF.
Then it is read back into fields. Parties, dates, renewal, notice period, value, governing law and obligations are extracted on completion, and you are warned before the notice window closes.

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Questions people actually ask

Straight answers.

What should a consulting agreement include that a services contract does not?

Four things: explicit independent contractor status, an IP position that carves out your pre-existing materials and general know-how, a non-solicitation clause, and a fee structure that says what happens when scope moves. Generic services templates handle all four badly because they are written from the client's side.

Who owns the work in a consulting engagement?

Whatever the agreement says, which is why silence is expensive. The common position is that deliverables are assigned to the client while the consultant keeps pre-existing materials, methods and general skills, licensing anything of theirs embedded in the deliverable.

Do I need a separate SOW?

It helps when engagements repeat. One consulting agreement sets the commercial and legal terms, and each piece of work gets a short statement of work with its own scope, schedule and price. Re-negotiating liability every project is the alternative.

Can I create one in seconds?

Yes. Describe the engagement, including the rate and the IP position you want, and the agreement comes back drafted with the clauses above. Fees are calculated from your own rate card rather than typed, so a day rate and a number of days do not become an arithmetic error.

Not legal advice. This page describes what agreements of this kind usually contain; it is not advice on your circumstances and cannot tell you whether something is enforceable where you are. Have anything you send repeatedly reviewed once by a lawyer, then draft against it.

Draft it, sign it, and still know about it in a year.

Describe the arrangement and get the agreement back drafted. Signed terms are read into fields, so the renewal does not surprise you. Three a month, free.

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