Consulting agreement template
Bring in an expert without leaving the terms to a proposal email. goHeather writes the scope, the fee structure, the conflicts position and the IP terms that advisory work actually needs.
Any country or jurisdiction you tell it- Retainer, hourly or project fees
- Conflicts and exclusivity, handled
- Advice-versus-deliverable liability, drawn clearly
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What is a Consulting Agreement?
Advice, expertise and judgment — bought by the month or the project
A consulting agreement engages a specialist to advise rather than to build. The output may be a strategy, a recommendation, an assessment or an ongoing second opinion, and the value is in the consultant's judgment rather than in a unit of production.That changes what the contract has to do. A delivery contract worries about acceptance criteria and milestones. A consulting contract worries about conflicts of interest, who owns a framework the consultant has used with twenty other clients, whether the consultant can work for a competitor next quarter, and where the line sits between giving advice and being responsible for the decision that follows it.Most consultants are independent contractors, so a consulting agreement usually carries the same classification concerns as a contractor agreement. Where the consultant is an established firm rather than an individual, that risk falls away and the document looks more like a professional services contract.
What often goes wrong in a consulting agreement
Patterns that come up again and again, and how goHeather handles them.
Working from a proposal email
- The scope is a bullet list in a proposal and the fee is in a different email
- An IP clause that would assign the consultant's entire methodology to one client
- Industry-wide exclusivity that no consultant can honor and no court would enforce
- No liability cap, so an advisory fee carries decision-sized exposure
- Nothing about conflicts, so nobody knows whether the consultant can take the competitor's call
Building it with goHeather
- Scope, time commitment and fee structure sit in one signed document
- Deliverables transfer to the client; the consultant's background methods stay licensed
- Conflicts are handled with a named-competitor list and a disclosure duty
- Liability is capped and tied to negligent performance, not to the client's decisions
- Termination and notice for a rolling retainer are stated plainly
From blank page to signed consulting agreement
goHeather is not a template download. It is a contract builder that walks you through the document, powered by the latest AI models.
- Start
Start from scratch or from a template
Describe the deal in your own words, or pick a Consulting Agreement template and work from there. Either way goHeather builds the document with you rather than handing you a file to fill in.
- Answer
Answer questions as it drafts
goHeather asks who the parties are, what the deal covers and where you operate, and writes each clause around your answers as you go.
- Review
See every clause explained
Each clause comes with a plain-English summary of what it does, so you know what the document says before you send it.
- Negotiate
Check what comes back
Upload the other side’s edits and goHeather shows each change against the version you sent, flagged by risk.
- Sign
Send it for signature
Collect e-signatures and keep the executed copy, the key dates and the renewal terms in one place.
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Who needs a Consulting Agreement
Where this document usually shows up, and what else goHeather covers there.
- Professional services
Independent consultants and boutiques
If advisory work is your business, the IP and conflicts clauses in your standard agreement decide whether you can keep serving a sector.
See contract AI for professional services
- Founders
Advisors and fractional executives
Fractional CFOs, CTOs and go-to-market advisors need clear terms on time, equity and what they can do elsewhere.
See contract AI for founders - Procurement
Buying advisory work
Consulting spend is hard to compare and easy to renew by habit. Standard terms make both easier.
See contract AI for procurement - Related
Engaging an individual for delivery work?
If the engagement is to produce something rather than to advise, a contractor agreement fits better.
See the contractor agreement template
Your contracts stay yours
A Consulting Agreement carries names, numbers and terms you would not want shared. goHeather protects every document you draft or upload with enterprise-grade controls, end-to-end encryption and trusted AI providers.
Learn more about security
Contracts encrypted with gold-standard protection- Database provider meets bank-grade security
- Your documents and data will never be sold
- We do not use your data to train our models
Consulting agreements and where they differ
goHeather is a technology company, not a law firm, and this page is not legal advice. It describes what our software does. Nothing here states the law or tells you what your contract needs — for that, talk to an attorney licensed where you operate.
Consulting agreements fail in different places from delivery contracts. Nobody argues about acceptance criteria; they argue about whether the consultant can take the competitor's call, who owns the framework used in the deck, and whether the consultant is on the hook for a decision the client made. The sections below cover those, plus the fee structures and what each one rewards. None of this is legal advice.
What goHeather covers in a Consulting Agreement
These are the parts of a Consulting Agreement goHeather asks you about while it builds one, and the parts it looks at when you upload one somebody else sent. It is a description of what the product does — not a checklist for your document, and not a view on what yours needs.
- Scope of the engagement. What the consultant will advise on, how much time they will commit, and what form the advice takes. goHeather flags: Advisory scopes drift more than delivery scopes; without a stated time commitment, expectations diverge within a month.
- Fees and structure. Retainer, hourly, day rate or fixed project fee, plus what the fee covers and how expenses are handled. goHeather flags: A retainer with unused hours forfeited and no carry-over is common but is at least worth making visible to both sides before signature.
- Independent contractor status. Confirms the consultant is not an employee, controls their own method, and pays their own taxes. goHeather flags: A consultant embedded full time, working set hours with company equipment, looks like an employee whatever the agreement says.
- Conflicts of interest. Whether the consultant may serve competitors, what they must disclose, and how a conflict is resolved if one arises. goHeather flags: Blanket industry exclusivity is usually unenforceable and always unreasonable; a named-competitor list works better for both sides.
- Intellectual property. Splits the consultant's pre-existing frameworks and methods from the deliverables produced for this client. goHeather flags: An assignment written to capture everything the consultant owns would strip them of the toolkit they need to work at all.
- Confidentiality. Protects what the consultant learns, in both directions, and survives the engagement. goHeather flags: Consultants accumulate general know-how; the clause typically protects specific confidential information without forbidding them to think.
- Limitation of liability. Caps the consultant's exposure and separates negligent advice from the client's own decisions. goHeather flags: A consultant on a $40,000 engagement usually does not carry liability for a $4 million decision the client chose to make.
- Term and termination. How long the engagement runs, notice to end it, and what is owed on termination. goHeather flags: Retainer agreements often auto-renew monthly; check who can stop it and how much notice is required.
- Non-solicitation. Whether either side may hire the other's people during and after the engagement. goHeather flags: Mutual is fair; one-sided non-solicits in a consultant's favor are rare and in the client's favor are common.
Why advisory scopes usually state a time commitment
A delivery contract can be scoped by listing deliverables. Advisory work usually cannot, because the value is availability and judgment rather than a set of artefacts. So agreements commonly state a time commitment: days per month, hours per week, a specific cadence of sessions, and a named set of topics.
Without it, the two sides form different pictures within a month. The client assumes the retainer buys responsiveness; the consultant assumes it buys a fixed block of time. Both are reasonable readings of a scope that says "strategic advisory support".
Where there are deliverables — a market assessment, a diligence report, an operating model — list them separately from the ongoing advice, with their own dates. Mixing the two into one undifferentiated retainer makes it impossible to tell whether the engagement is on track.
- State the time commitment: days per month or hours per week
- Name the topics in scope and the ones explicitly outside it
- List any concrete deliverables separately, with dates
- Say how the consultant is reachable, and what response time means
How conflicts clauses are usually scoped
Clients understandably worry about an advisor carrying their thinking to a competitor. Consultants equally reasonably need to serve several clients in the sector they know. The clause has to reconcile those, and blanket industry exclusivity does not — it is the kind of restriction that gets looked at hard wherever the consultant is based, and in practice it ends their ability to work at all.
A structure commonly used has three parts. A short, named list of specific competitors the consultant will not serve during the engagement and for a limited period afterwards. An obligation to disclose a potential conflict before accepting new work. And a confidentiality clause doing the real protective work, because what the client actually fears is its information travelling, not the consultant's presence in the sector.
Six months post-engagement on a named list is a reasonable ask. Two years across an entire industry is not.
The consultant's toolkit is not the client's property
Every experienced consultant carries frameworks, models, templates and analytical approaches developed over years and across many clients. A client engaging them for eight weeks has not bought those, and an assignment clause written to capture "all intellectual property owned or developed by Consultant" would take them.
The split that works: the consultant assigns the deliverables created specifically for this client — the actual report, the model populated with the client's numbers, the bespoke recommendations — and retains its pre-existing materials, granting the client a perpetual license to use them as embodied in those deliverables.
Add a sentence on residual knowledge. Consultants cannot unlearn what they have seen, and a clause purporting to stop them using general skills and know-how gained during an engagement is unworkable. Protect the confidential information specifically; do not try to own the consultant's memory.
Where the consultant's responsibility stops
The defining risk in an advisory relationship is that the consultant recommends and the client decides, but the losses that follow a bad decision are far larger than the fee. A consultant on a $40,000 engagement can face a claim about a $4 million outcome.
Two clauses manage it. A liability cap, usually at the fees paid in the twelve months before the claim, with the standard carve-outs for confidentiality, gross negligence, wilful misconduct and fraud. And an express statement that the consultant is responsible for performing with reasonable professional skill and care, while the client remains responsible for its own business decisions and for verifying anything material before acting on it.
Professional liability insurance sits behind both. A client asking for meaningful recourse often asks about coverage rather than pushing for an uncapped liability the consultant could never actually satisfy.
Why goHeather asks how the consultant will work
Two things shape a consulting agreement beyond the fee. The first is how the engagement actually runs, because an adviser embedded full time on your premises under day-to-day direction looks different from one who comes in for two days a month — and that difference matters more than the title on the document. The second is exclusivity: a consultant's living usually depends on serving several clients in a sector, and how far a client can restrict that is treated differently from place to place. goHeather asks about both, builds to your answers, and shows narrower alternatives where a restriction looks broad for the engagement. Whether a particular arrangement or restriction works for your situation is a question for an attorney licensed where the consultant is based.
Before you go. goHeather is a technology company, not a law firm. We do not provide legal advice, legal opinions, or any view on whether a contract or a clause will hold up. Everything above describes what our software does when you build or upload a document. Rules differ from state to state and change over time, and what is right for your business depends on facts we do not have. Have an attorney licensed where you operate review anything that matters.
Other contracts goHeather builds
goHeather drafts any business contract. These are the ones that usually travel with this one.
- Freelance
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Engage a freelancer or agency on clear terms: scope, pay and who owns what gets made.
See the contractor agreement template - Services
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One engagement, start to finish: what you will do, what you get paid, and what happens if it goes wrong.
See the service agreement template - Confidentiality
Non-Disclosure Agreement template
Protect information you share with a vendor, investor, candidate or partner, in either direction.
See the NDA template
Need a different contract?
goHeather drafts any business contract, not just the ones listed here. Browse every template or start from a blank brief.
consulting agreement template questions
What people ask before they build a Consulting Agreement.
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