Consulting Agreement

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Parties and Capacity›Term and Project Timing›Relationship and Classification…

Parties and Capacity12 questions

1. What is the consultant's full legal name or business name?

2. Is the consultant an individual, LLC, corporation, partnership, nonprofit, or other legal person?

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3. If the consultant is an entity, in which state was it formed?optional

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4. What is the consultant's notice address?

5. Who will sign this agreement for the consultant?optional

6. What is the consultant signer's title or authority?optional

7. What is the client's full legal name or business name?

8. Is the client an individual, LLC, corporation, partnership, nonprofit, government entity, or other legal person?

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9. If the client is an entity, in which state was it formed?optional

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10. What is the client's notice address?

11. Who will sign this agreement for the client?optional

12. What is the client signer's title or authority?optional

Term and Project Timing3 questions

13. What date does this agreement take effect?

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31. What is the expected project start date?optional

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32. How long will the agreement remain in effect?optional

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Relationship and Classification8 questions

14. What type of consulting engagement is this?

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15. Should the agreement classify the consultant as an independent contractor rather than an employee?

16. In which state will the consultant primarily perform the services?optional

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17. Are any services construction, installation, repair, maintenance, or trade services?optional

18. Do the services involve licensed or regulated professional work?optional

19. Should the agreement state that the consultant has no authority to bind the client?optional

20. Should the agreement state that the consultant is not eligible for employee benefits?optional

21. Should the agreement state that the parties are not partners, joint venturers, or fiduciaries?optional

Services and Scope9 questions

22. Describe the consulting services.

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23. Should a statement of work or scope exhibit be attached?optional

24. What category best describes the consulting services?optional

25. What services, deliverables, assumptions, or responsibilities are expressly excluded from the engagement?optional

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26. Will the consultant provide specific deliverables?

27. Are specific named consultant personnel required to perform the services?optional

28. Where will the services be performed?optional

29. What working hours, meeting cadence, response-time commitments, or availability windows apply?optional

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30. May the consultant use AI tools or automated systems in performing services or creating deliverables?optional

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Deliverables and Acceptance4 questions

33. How many days does the client have to review and approve or reject deliverables?optional

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34. What standard must deliverables meet for acceptance?optional

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35. How must the client identify deficiencies in rejected deliverables?optional

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36. How many rounds of revisions are included in the fee?optional

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Client Dependencies5 questions

37. What information, access, approvals, or cooperation must the client provide?optional

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38. Should timelines automatically extend if the client delays, withholds approvals, or fails to provide required materials?optional

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39. Who is authorized to approve deliverables, scope changes, expenses, and milestones on behalf of the client?optional

40. What license does the client grant consultant to use client materials, data, systems, and marks to perform the services?optional

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41. Will the consultant access client systems, networks, accounts, facilities, or data rooms?optional

Changes in Scope2 questions

42. How will out-of-scope work, scope changes, or added deliverables be approved and billed?optional

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43. What rate or fee applies to out-of-scope work?optional

Fees and Payment8 questions

44. How will the consultant charge: hourly, fixed fee, retainer, milestone, subscription, or other structure?

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45. When are payments due?

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46. Must the consultant submit invoices?optional

47. What currency and payment method will be used?optional

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48. Must the consultant maintain time records, expense receipts, or work logs to support invoices?optional

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49. May hourly rates or retainer fees increase on renewal, after a stated period, or based on an index?optional

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50. May the client audit consultant's invoices, time records, or reimbursable expenses?optional

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51. Are taxes excluded from the stated fees and payable by the client if applicable?optional

Deposit and Retainer1 question

52. Is an upfront deposit or retainer required?

Late Fees and Nonpayment3 questions

53. Should late fees or interest apply to overdue payments?

54. May the consultant suspend work if amounts remain unpaid?

55. May the consultant recover collection costs for overdue amounts?optional

Expenses4 questions

56. Will the client reimburse out-of-pocket expenses?optional

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57. What categories of expenses are reimbursable?optional

58. Must expenses be approved in advance?optional

59. Are travel, lodging, meals, or mileage reimbursable?optional

Intellectual Property9 questions

60. Who owns the work product created under the agreement?

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61. Should deliverables be treated as work made for hire to the extent legally permitted?optional

62. Should the consultant assign ownership of deliverables to the client?optional

63. Should the agreement exclude the consultant's pre-existing IP, tools, templates, know-how, and materials?

64. What license does the client receive to use the consultant's background IP included in deliverables?optional

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65. Will any third-party materials, stock assets, open-source software, or licensed tools be used?optional

66. Should the agreement include state-law carve-outs for inventions or IP that cannot be assigned?optional

67. May the consultant reference the client or display deliverables in a portfolio, case study, proposal, or marketing material?optional

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68. Who may use feedback, suggestions, or improvement ideas arising from the engagement?optional

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Confidentiality8 questions

69. Should confidentiality obligations be mutual or one-way?

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70. What information should be treated as confidential?optional

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71. Which standard confidentiality exclusions should apply?optional

72. How long should confidentiality obligations last?optional

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73. Should the agreement include the DTSA whistleblower-immunity notice?optional

74. Should the consultant follow specific data-security or privacy requirements?optional

75. Must confidential information and client materials be returned or destroyed at termination?optional

76. What categories of data will the consultant process, access, or receive?optional

Restrictive Covenants6 questions

77. Should the agreement include a non-compete restriction?

78. Should the consultant be restricted from soliciting the client's customers, prospects, vendors, or business relationships?

79. Should either party be restricted from soliciting or hiring the other party's employees or contractors?

80. Should either party be restricted from bypassing the other party to pursue introduced contacts or opportunities?optional

81. Must the consultant disclose actual or potential conflicts of interest, including concurrent work for competitors or related parties?optional

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82. Is the consultant free to provide services to other clients during this engagement?optional

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Tax and Compliance6 questions

83. Should the consultant provide a completed W-9 or taxpayer-identification information?

84. Should the agreement state that the consultant is responsible for all taxes, withholdings, and payroll obligations?optional

85. Should each party comply with applicable laws while performing the agreement?optional

86. Must the consultant maintain required permits, licenses, or certifications?optional

87. Should export-control, sanctions, anti-bribery, anti-corruption, or trade-compliance obligations apply?optional

88. Must the consultant comply with client policies, codes of conduct, IT security requirements, safety rules, or vendor guidelines?optional

Subcontracting2 questions

89. May the consultant subcontract or delegate any services?

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90. Is the consultant responsible for subcontractor work, confidentiality, and compliance?optional

Termination4 questions

91. Which party or parties may terminate for convenience, and on what notice?optional

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92. How much notice is required to terminate without cause?

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93. May either party terminate for material breach or other cause?optional

94. Should the client pay a kill fee or early-termination fee?

Effect of Termination4 questions

95. On termination, must the client pay for work performed and approved expenses through the termination date?optional

96. On termination, must any prepaid fees, deposits, or unused retainers be refunded?optional

97. Must the consultant provide transition assistance after termination?optional

98. Which obligations survive termination?optional

Liability and Risk Allocation2 questions

99. Should total liability be capped?

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100. Should either party waive consequential, incidental, special, punitive, or lost-profit damages?optional

Indemnification1 question

101. What indemnification obligations should apply: mutual, client-only, consultant-only, or none?

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Insurance1 question

102. Must the consultant maintain professional-liability, E&O, general-liability, cyber, workers' compensation, or other insurance?

Warranties5 questions

103. What warranties should the consultant give about the services and deliverables?optional

104. Should the agreement disclaim implied warranties to the extent permitted by law?optional

105. Should the agreement state that the consultant does not guarantee business, financial, legal, tax, or operational results?optional

106. What is the exclusive remedy for a breach of express service or deliverable warranties?optional

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107. What warranties should the client make about client-provided materials, data, instructions, and legal compliance?optional

Force Majeure1 question

108. Should the agreement include a force majeure clause?

Dispute Resolution3 questions

109. How should disputes be resolved?

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110. Is mediation required before arbitration or litigation?optional

111. Should disputes be resolved by binding arbitration?optional

Governing Law and Forum3 questions

112. Which state's law should govern this agreement?

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113. In which county, city, or district should disputes be resolved?

114. Which courts or forum should have exclusive or non-exclusive jurisdiction?optional

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Remedies and Enforcement3 questions

115. Should the prevailing party recover attorney fees and costs?optional

116. Should either party be able to seek injunctive relief for confidentiality, IP, or restrictive-covenant breaches?optional

117. Should the parties waive the right to a jury trial where enforceable?optional

Boilerplate9 questions

118. May either party assign this agreement without consent?optional

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119. Should assignment be allowed to affiliates, successors, or acquirers?optional

120. May either party use the other's name, logo, project description, or testimonial in publicity, marketing, or proposals?optional

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121. If proposals, SOWs, exhibits, purchase orders, or vendor portal terms conflict with this agreement, what order of precedence applies?optional

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122. Will client purchase orders or vendor portal terms apply to this engagement, and are conflicting PO terms rejected?optional

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126. Should unenforceable provisions be severed or reformed to the maximum enforceable extent?optional

127. Should this agreement be the entire agreement between the parties for the consulting engagement?optional

128. Must amendments or waivers be in writing and signed by both parties?optional

129. Should failure to enforce a right be treated as a waiver?optional

Notices3 questions

123. Who should receive formal notices for each party?optional

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124. What notice methods are permitted: personal delivery, courier, certified mail, email, or another method?optional

125. When is notice deemed effective for each delivery method?optional

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Execution2 questions

130. May the agreement be signed in counterparts?optional

131. May the agreement be signed electronically?optional

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Required - please read and check this box to generate:ArtiEsq provides self-help legal information and document automation. ArtiEsq is not a law firm, does not provide legal advice, and use of this product does not create an attorney-client relationship. You are responsible for reviewing the document and determining whether you should consult a licensed attorney for legal advice about your specific situation.

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