Consulting Agreement Template (with Retainer)

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A consulting agreement is between a client and individual providing services, advice, or knowledge in exchange for payment. Even though the consultant is paid by the hour, in most cases, the consultant is working as an independent contractor, much like an attorney. The consultant will often charge the client on a ‘pay for hire’ type of basis which is billed after incremental services are provided. Furthermore, some consultants have a minimum requirement of hours, known as a ‘retainer’, which the client pays upfront for a pre-determined amount of hours at an agreed-upon pay rate ($/hour).

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Table of Contents

What is a Consulting Agreement?

A consulting agreement is between an expert in their field and a client seeking their advice about a particular matter. Under this arrangement, the consultant is working as an independent contractor and any work that is provided falls under the ownership of the client unless otherwise agreed upon.

The agreement can be structured in two (2) ways:

Per Hour ($/HR)

The most common structure is the client agrees to pay the consultant per hour ($/hr). A maximum number (#) of hours will usually be set for a given time period.

  • Example: $20 per hour with the client agreeing to a maximum of 40 hours per month.

Per Project

The client agrees to pay the consultant a fixed amount to complete the project. Therefore, if it takes 1 hour or 100 hours, the consultant will be paid the same amount. This is ideal for the client in an effort to keep costs at a manageable amount.

  • Example: An attorney agrees to complete a client’s estate planning for a payment of $3,500.

What is a Retainer?

A retainer is an upfront deposit that is required by the consultant in order to start the work. In most cases, the retainer represents a minimum amount of billable hours paid immediately by the client ensuring the consultant that their services are required for an extended period of time. This gives the consultant the security they need to invest the proper amount of time into the project without fear of the client breaking their commitment or infringing on the agreement.

Retainer agreements usually are:

  • Minimum deposit or pre-ordered number (#) of hours is required;
  • Long-term or on-going;
  • The consultant usually has more than 5+ years of experience; and
  • The industry is highly competitive.

Non-Retainer Agreements usually are:

  • Minimum deposit or pre-ordered number (#) of hours is not required;
  • Short-term;
  • The consultant usually has less than 5+ years of experience; and
  • The industry is not as competitive.

Consulting Agreement Samples

Sample 1

Download: Adobe PDF, MS Word (.docx)

Sample 2

Download: MS Word (.docx)

  • Sample 3

Download: Adobe PDF, MS Word (.docx)

Confidentiality – Sample Clause

A confidentiality clause is an agreement by the parties to not disclose the contents of the contract or any of the materials handed over to the consultant by the client. If the consultant or client should breach this clause, by informing third (3rd) parties of trade secrets or any other forbidden information, it could irreparably harm the other party.


The Consultant acknowledges that it will be necessary for the Client to disclose certain confidential and proprietary information to the Consultant in order for the Consultant to perform their duties under this Agreement. The Consultant acknowledges that disclosure to a third (3rd) party or misuse of this proprietary or confidential information would irreparably harm the Client. Accordingly, the Consultant will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the Client without the Client’s prior written permission except to the extent necessary to perform the Services on the Client’s behalf.

Non-Compete – Sample Clause

A non-compete clause is a statement that ensures none of the parties will compete in each other’s business during or after the agreement. There are State laws that restrict the use of a non-compete and its time-frame, but it is generally recommended no matter the laws in the State.


During the term of this Agreement, and for 12 months following its termination, the Consultant shall not engage in any activity that would compete in any way whatsoever with the activities of the Client in which the Consultant was or is involved, or where the Consultant gained confidential or sensitive information of the Customer, directly or indirectly through the delivery of the Services. For further clarity, this Section is to be geographically limited to areas and locations that the Customer operates and conducts its business activity.

Indemnification – Sample Clause

An indemnification clause allows the consultant to work and provide their services while providing indemnification to the client for any consequences as a result of their work. Depending on the agreement type, the indemnification may or may not cover negligence and other liabilities whose fault is directly attributed to the client’s carelessness.


Consultant shall release, defend, indemnify, and hold harmless Client and its officers, agents, and employees from all suits, actions, or claims of any character, name, or description including reasonable attorney fees, brought on account of any injuries or damage, or loss (real or alleged) received or sustained by any person, persons, or property, arising out of services provided under this Agreement or Consultant’s failure to perform or comply with any requirements of this Agreement including, but not limited to any claims for personal injury, property damage, or infringement of copyright, patent, or other proprietary rights. Client reserves the right to retain whatever funds which would be due to the Consultant under this Agreement until such suits, action or actions, claim or claims for injuries or damages as aforesaid shall have been settled and satisfactory evidence to that effect furnished.

Termination – Sample Clause

A termination clause is very important as it allows either party to cancel the terms of the agreement, provided they notify the other party within a specified time period. The clause is simple and if there are any conditions to be added, such as payment by the Client for work completed, then it should be added to the clause.


The Consultant and Client may: (check one)

☐ – Terminate this Agreement at any time with ____ days’ notice.

☐ – Not terminate this Agreement.

How to Write

DownloadAdobe PDF, Microsoft Word, or Open Document Text (.odt)

Step 1 – Use This Page To Acquire Your Consulting Agreement

The agreement pictured in the document preview can be obtained in one of the file formats (displayed in the caption area) by selecting the “PDF,” “Word,” or “ODT” button. Three similarly worded links above have been included as a matter of convenience. You may obtain the same “Adobe PDF,” “Microsoft Word (.docx),” or “Open Document Type (.ODT)” file with these links.


Step 2 – Supply The Introduction With Definitions To Summarize This Document

The first article of this contract, attached to the “I. The Parties” label, will seek to introduce this agreement by giving a brief description of its contents. The effective date (when both parties will be obligated to follow its contents) is the first piece of information that you must input. Use the initial two blank lines in the first statement to report this date.  The parties that wish to work together through this agreement (as of the effective date) will be identified in the next two segments of the introductory statement. On the first line after the “Consultant” label, furnish the Consultant’s full name then use the three available spaces that follow to document his or her business address as a street address, city, and state.  Name the Client by inputting this entity’s full name (including suffixes) after the bold word “Client.” Continue the report on this entity by entering the Client’s full street address, city, and state to the blank lines that follow. 


Step 3 – Discuss The Commissioned Services

This paperwork will seek a definitive report on what projects or goals the Consultant will be working on. Place this report on the blank lines provided in the second item “II. Services.” 


Step 4 – Set These Services To Specific Start Date Then Address Their Termination

The third article of this agreement will expect a calendar date that will mark the first day when the Consultant can begin providing the services we defined in the previous article. The first and second blank lines of this item will request this produced as a month and day then a two-digit calendar year (respectively). After supplying the first calendar date of the Consultant, you must review a list of choices to solidify how or when the termination of this agreement should take place. The first choice for this definition will allow you to declare an exact calendar date of termination. To select and apply this as the method of termination, you must mark the first check box then furnish the calendar date of termination directly onto the blank lines provided. 

Another option for termination is to set this action to occur automatically once the Consultant has completed the project(s). Select the second check box if this statement is accurate 

Both parties may expect this agreement’s lifetime to exist until one or both have decided it is time to terminate it. This method of termination may be applied by marking the third checkbox and reporting how much notice must be given by the Terminating Party. Define this time frame as “Days” on the blank line in the third statement once you have marked the appropriate checkbox. 

If none of these statements are accurate descriptions of how the Consultant and his or her Client expect this agreement to terminate, you must mark the “Other” checkbox and provide this definition directly on the blank line provided. 


Step 5 – Document The Consultant’s Agreed-Upon Compensation

The fourth topic that must be addressed is the payment the Client will compensate the Consultant with. In “IV. Compensation” one of four statements must be selected and supplemented with the material you provide. The first choice here will name an exact dollar amount per hour as the Consultant’s compensation. Mark the “Per Hour” check box if this is the case, then fill in the dollar amount the Consultant will earn for every one hour of work on the blank line in this statement. If the Client will pay the Consultant only when the services named in the second article have been completed, then mark checkbox attached to the phrase “Per Job.” This will mean that one total payment must be submitted so, you must document that dollar amount on the blank line in this option.  The third option here assumes the Consultant will be paid by “Commission.” In this case, mark the appropriate checkbox then fill in the commission rate and its source on the blank line before the phrase “% Commission…” and to the right of the term “…Based On” respectively. Other methods of determining the payment the Client owes the Consultant for the work performed may be more appropriate for the current agreement. Therefore, an additional option labeled “Other” has been included. This requires a discussion on a definitive payment process and/or the final sum the Client will use to compensate the Consultant with documented on the blank line presented. 


Step 6 – Deliver The Status Of Contingency Payments

The fifth section of this agreement, named “V. Contingency,” requires you to address the topic of additional payments submitted to the Consultant provided a certain goal has been completed. This is usually based on a percentage of the total money that is made or saved by the Client as a result of attaining this goal. If there will be such an arrangement in place, then mark the first checkbox in this statement, enter the percentage that the Consultant will earn on the first blank line it contains, and the name of the project, goal, job, or amount that the percentage you recorded will be applied to on the second available line.  If there will be no contingency fee, then mark the second checkbox.   


Step 7 – Identify The Payment Schedule Applying To The Consultant

A reliable payment schedule is considered a staple in many agreements. Article “VI. Payment” will discuss when the Client must pay the Consultant and how often. You will solidify the agreed-upon schedule by marking one of the checkbox statements in this section. A periodic pay schedule can be defined by marking the box corresponding to the first statement choice. This option will have a few additional checkboxes (“Weekly,” “Monthly,” and “Quarterly”). You must select the one that defines how often the Consultant will receive payment then produce the first calendar date he or she will be paid by the Client in the area after the term “…Beginning On.” 

If the services defined in the second article must be completed before the Client will pay the Consultant, then you must mark the second checkbox statement in this list to indicate this.  The Client may be comfortable with leaving the pay schedule up to the Consultant. If this has been agreed to then mark the box corresponding to the term “Upon The Client Receiving An Invoice From The Consultant.” It should be mentioned this will obligate the Consultant to generate paperwork for the Client and will obligate the Client to submit a timely payment whenever an invoice is received. The final choice here “Other” provides an area where you can freely define the payment schedule that will be applied to the Consultant. 


Step 8 – Report If The Consultant Is Eligible For Retainer Payments

If the Client wishes to employ a “Retainer” as a precaution that the Consultant will be available when necessary for a specific project, at a specific time, or when a catalyst for an anticipated event occurs then you must mark the first checkbox statement in the article titled “VI. Retainer.” After doing so, report the retainer fee on the blank line in this statement then document whether this is “Refundable” or “Non-Refundable” by selecting the appropriate checkbox from the choices provided in this statement. Make sure that any specific conditions applying to the retainer payment are well documented and attached.  If no retainer will be employed in this arrangement, then mark the second checkbox. 


Step 9 – Define Which Party Is Responsible For Which Project Expenses

Many projects, tasks, or jobs may incur expenses as they progress. This agreement will seek to assign one or both parties as responsible for the payment of expenses generated for the completion of this job then document this within its contents. Seek out the eighth article of this agreement (“VIII. Expenses”) then read through the three scenarios described. The first will assume that the Consultant will hold the responsibility for covering the expenses required to complete the project or task (defined in the second article). If this is an accurate description of how project expenses will be handled by both parties, then mark the checkbox corresponding to “Responsible For All Expenses.”  If the Consultant will be required to pay for expenses as they arise then submit paperwork for reimbursement, then mark the second check box. This statement will require you name each expense that will be eligible for reimbursement by the Client on the blank line provided. This agreement will also allow the Client to assume all the expenses required for this job to be completed as they arise. If this is what both agree to, then mark the third checkbox definition in “VIII Expenses.”


10 – Take A Precautionary Measure To Handle Any Possible Disputes

The ninth article, “IX. Disputes,” will lay down some rules in case a disagreement or misinterpretation of the currently defined terms and conditions arises. After all, it can be disastrous when a disagreement causes scenarios such as neither party being able to compromise with the other, one party believes a violation of this agreement has occurred while the other does, an ambiguous but important interpretation of one’s obligations is in contention, or a host of other potential pitfalls. This section will ask you to report the “County” and the “State” where seemingly irreconcilable differences of opinion can be mediated, arbitrated, or ruled over on the blank line preceding the word “County” and the blank line after the words “State Of.” 


11 – Record Each Party’s Official Mailing Address

As a follow up to the article preceding it, “X. Legal Notice” will anticipate a defined address where any notice regarding this contract the law requires be sent from one party to another be placed on the appropriate line. Begin with the “Client’s Address” line and input this entity’s legal mailing address.  The “Consultant’s Address” line has been placed as the next item requiring your input. Produce his or her complete mailing address on the second line.  


Step 12 – Attach This Paperwork To One State’s Jurisdiction

The state where the contents of this agreement will be enforced, upheld, and generally governed is the next article that will need definition. Report the name of this State on the blank line in “XXI. Governing Law.” 


Step 13 – Define All Terms That Both Parties Wish To Obligate The Other With

If there are terms or conditions that will be included in this agreement but have not been solidified then, you must make sure to include the details with this contract before it is signed by the Consultant or Client. The twenty-second item in this agreement, labeled “XXII. Additional Terms And Conditions,” will accept such additions on the blank lines provided. If there are no additions that both parties wish included in this agreement, then it is recommended to enter the word “None” in this area. Do not delete this section, even if there are no additions. 

Step 14 – The Consultant Must Join The Client To Properly Execute This Agreement

This agreement shall conclude in “XXIII. Entire Agreement.” It will be assumed that both the Consultant and the Client have read the completed version of this contract and intend to obligate themselves to its content. To this end the Consultant must prove his or her intention by signature. He or she must sign the “Consultant’s Signature” line.  After the Consultant has submitted this signature, he or she must report the current “Date” then print his or her name on the “Print Name” line.  The Client will need to participate in this section as well. He or she must sign the “Client’s Signature” line. If the Client is a business entity, then a Signature Representative authorized to enter this agreement on its behalf should sign this line.  The signature “Date” of the Client is the next required item and must be supplied immediately after signing. Once done, the Client, or its Signature Representative, must print his or her name on the line labeled “Print Name.”