The project went well. Three months after the final workshop, the client's new finance director writes: their policy is to pay suppliers at 90 days, your last invoice included, and could a sister company use the pricing model you built? You open the agreement you both signed. It has your fee, a start date and a confidentiality paragraph. Nothing on when an invoice is due or who owns the model.
A consulting agreement template is only useful if it answers those questions before anyone asks them. Below is a free one (three A4 pages in PDF), clause by clause with wording you can copy, and the sources behind the clauses that cause the most trouble: payment terms, intellectual property, data protection and liability.
Agreement or statement of work: you need both
The agreement holds what stays the same from project to project: payment, confidentiality, ownership, liability and how either side can leave. The statement of work holds what changes: scope, deliverables, milestones and fees. I covered the second one, with its own template, in the statement of work template article.
Clause 01 ties them together: each SOW is a separate contract that includes these terms, and if the two conflict, the agreement wins unless the SOW names the clause it changes. That sentence stops a rushed SOW from quietly rewriting your liability cap. Sign the agreement once per client, and every new project is a three-page SOW instead of a new negotiation.
The consulting agreement template (free download)
Download the template (PDF, 3 pages). Print it or copy the wording below; placeholders are in [square brackets].
Signing this agreement soon? Add it to GoCons as a contract with its dates, payment term and documents, and invite your client to follow the work. Free to start, no card needed.
This template is a starting point, not legal advice. Contract law, late payment rules and data protection differ by country, so have it reviewed by a lawyer in your jurisdiction before you use it, above all the IP, data protection and liability clauses.
What to include, clause by clause
01 and 02 Structure and standard of care
Each SOW forms a separate contract that includes these terms. If an SOW and this Agreement conflict, this Agreement prevails unless the SOW names the clause it changes. Neither party is obliged to propose or sign any SOW.
Clause 02 says the services are performed with the reasonable skill and care of a competent consulting firm. In England, Wales and Northern Ireland that term is implied anyway when a supplier acts in the course of a business [1]; writing it down tells both sides which standard applies and that you promise care, not a result. Clause 2.2 keeps the how, when and where of the work with you, and 2.3 makes a late client dependency the client's delay.
03 Fees, invoicing and payment
Invoices are payable within [30] days of receipt, by bank transfer to the account shown on the invoice. If the Client disputes part of an invoice, it says so in writing within [10] days, with reasons, and pays the undisputed part on time. Late payments bear interest at [the statutory rate for commercial transactions under the governing law] from the due date, plus compensation for recovery costs as provided by law.
You may have more rights than your contract mentions. In the EU, the Late Payment Directive gives a business interest without a reminder, at the reference rate plus at least eight percentage points, and a fixed EUR 40 for recovery costs; if the contract fixes no period, interest runs 30 days after the invoice is received, and terms over 60 days must be expressly agreed and not grossly unfair [2]. In the UK, statutory interest is 8% plus the Bank of England base rate, with fixed recovery sums of £40, £70 or £100 depending on the debt [3]. Clause 3.5 adds what the law does not: the right to pause the work when an invoice is more than [30] days overdue.
05 Independent contractor
The Consultant is an independent contractor. Nothing in this Agreement creates employment, partnership, agency or a joint venture.
A label does not decide status; the facts do. The IRS looks at whether the client controls only the result of the work or also how it is done [4], and HMRC weighs factors such as control, personal service, financial risk and mutuality of obligation [5]. That is why the template also keeps the method with you (2.2), allows other clients (5.3) and says neither party must sign an SOW (1.3).
06 Confidentiality
These duties last during this Agreement and for [3] years after it ends; trade secrets stay protected for as long as they remain secret.
The clause also lists the usual exceptions (public information, prior knowledge, independent development, disclosure required by law) and the return or deletion of information at the end of each SOW. If you need a standalone NDA before any agreement exists, the UK Intellectual Property Office publishes one-way and mutual examples [6].
07 Intellectual property
Each party keeps its background IP: the materials, methods, tools and know-how it owned before an SOW or developed outside it. On full payment of the related fees, the Consultant assigns to the Client all rights in the deliverables created specifically for the Client under an SOW. Where background IP is built into a deliverable, the Consultant grants the Client a non-exclusive, perpetual, royalty-free license to use it as part of that deliverable for the Client's internal business.
Do not rely on a "work made for hire" label. Under US law, a commissioned work qualifies only if it falls into one of nine statutory categories and both parties sign a written agreement saying so [7]. A strategy report or a pricing model is not obviously in any of those categories, so the template uses an explicit assignment, triggered by payment, and keeps your methods yours.
08 Data protection
If the Consultant processes personal data on the Client's behalf, the parties sign a data processing agreement that meets Article 28 of the GDPR before that processing starts.
Article 28 requires a contract that sets out the subject matter, duration, nature and purpose of the processing and the types of data, and commits the processor to act only on documented instructions, bind its staff to confidentiality, secure the data, use sub-processors only with authorization and delete or return the data at the end [8]. Customer lists, HR files and named survey responses all count.
10 Limitation of liability
Subject to 10.1, each party's total liability under each SOW is limited to [100]% of the fees paid and payable under that SOW in the [12] months before the claim.
Clause 10.1 keeps what the law will not let you exclude. Under the UK's Unfair Contract Terms Act, for example, no term can exclude or restrict liability for death or personal injury caused by negligence, and other negligence exclusions must pass a reasonableness test [9]. Other countries set their own limits, one more reason for the lawyer's review.
Termination, disputes and the rest
Clause 15 lets either party end the agreement or an SOW for convenience with [30] days' notice, or immediately after an unremedied material breach, and the client pays for work done up to that date. Clause 17 gives senior representatives [15] business days to settle a dispute before the courts named in the agreement. The remaining clauses are short:
- Expenses: reimbursed at cost, only when approved in writing in advance.
- Insurance: professional indemnity of at least [amount] per claim, during the agreement and for [2] years after.
- Non-solicitation: neither side recruits the other's project staff for [12] months after an SOW ends; general job advertisements do not count.
- Subcontracting: only with the client's approval, and you stay responsible for the work.
- Publicity, force majeure, notices, entire agreement, changes only in writing, electronic signature, and an annex listing every SOW signed under the agreement.
Once it is signed: keep the terms where the work happens
An agreement protects you only when someone acts on it: chases the invoice on day 31, gives notice before a renewal, knows which SOWs it covers. In my own consulting work those dates used to live in a PDF and in my head, which is a large part of why we built GoCons.
Each SOW signed under the agreement becomes a GoCons contract, and its status follows its life: Prospect and In Negotiation while you discuss it, Pending Signature once it has a start date but no signature date, Scheduled when it is signed but has not started, then Active, Renewed, Suspended or Terminated. The contract lifecycle runs from the dates in Automated mode, or you set the status yourself in Manual mode.
Every status or date change is written to the contract history with who made it and when, so "when did we sign?" and "who moved the end date?" have answers.
The payment term from clause 03 goes on the contract in days, and the billing schedule tracks the invoices you attach (GoCons does not issue invoices or take payments), with a reminder before each line is due and an alert when one is overdue. Renewable contracts also carry their renewal date and notice period. There is no e-signature: sign as you do today and upload the signed PDF to the contract's documents. Your client gets a free login to the client portal to see their contracts with you, with milestones, documents and billing.
Four honest answers before you move your contracts
- Is there an implementation project? No. Create the account, add a contract and invite the client. The Free plan needs no credit card.
- Does my client pay or install anything? No. Client logins are free and unlimited, in the browser.
- Is it per user? No, per consultancy. At the time of writing (October 2026), Free is EUR 0 with 2 team users and 10 active contracts, and Silver is EUR 29 a month excluding VAT with 10 team users and unlimited contracts (current prices).
- What if I leave? An Admin can download everything at any time, on every plan: contracts, clients and team members as Excel files, plus every document.
FAQ
What should a consulting agreement include?
The parties, how projects are ordered (statements of work), the standard of care, fees and payment terms, independent contractor status, confidentiality, intellectual property, data protection, liability limits, termination and governing law. The template covers each with wording to copy.
Who owns the work a consultant creates?
Whoever the contract says. Without a clear clause, local law decides, and the US work made for hire rule covers only nine categories of commissioned work [7]. The template assigns deliverables to the client on payment and keeps your methods yours.
Do I need a lawyer to use this template?
Yes, for review. It is a starting point, not legal advice, and payment rules, liability limits and data protection differ by country.
Can I sign agreements in GoCons?
No, GoCons has no e-signature. Sign as you do today, upload the signed PDF and record the signature date; in Automated mode the status then moves to Scheduled or Active by itself.
Put your next agreement to work
Add your next signed SOW as a contract with its payment term and documents, and invite your client to follow it: create your free GoCons account.
References
- legislation.gov.uk, "Supply of Goods and Services Act 1982, section 13: Implied term about care and skill", https://www.legislation.gov.uk/ukpga/1982/29/section/13 (accessed October 2026).
- EUR-Lex, "Directive 2011/7/EU on combating late payment in commercial transactions", https://eur-lex.europa.eu/eli/dir/2011/7/oj (accessed October 2026).
- GOV.UK, "Late commercial payments: charging interest and debt recovery", https://www.gov.uk/late-commercial-payments-interest-debt-recovery (accessed October 2026).
- Internal Revenue Service, "Independent contractor (self-employed) or employee?", https://www.irs.gov/businesses/small-businesses-self-employed/independent-contractor-self-employed-or-employee (accessed October 2026).
- HM Revenue & Customs, "ESM0515: Guide to determining status: relevant factors", https://www.gov.uk/hmrc-internal-manuals/employment-status-manual/esm0515 (accessed October 2026).
- Intellectual Property Office (GOV.UK), "Non-disclosure agreements", https://www.gov.uk/government/publications/non-disclosure-agreements (accessed October 2026).
- U.S. Copyright Office, "Works Made for Hire (Circular 30)", https://www.copyright.gov/circs/circ30.pdf (accessed October 2026).
- EUR-Lex, "Regulation (EU) 2016/679 (General Data Protection Regulation), Article 28", https://eur-lex.europa.eu/eli/reg/2016/679/oj (accessed October 2026).
- legislation.gov.uk, "Unfair Contract Terms Act 1977, section 2: Negligence liability", https://www.legislation.gov.uk/ukpga/1977/50/section/2 (accessed October 2026).
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