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Consulting Agreement

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CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the "Agreement") is dated this ________ day of ________________, ________.

Client

____________________________________________________
(the "Client")

Consultant

____________________________________________________
(the "Consultant")
  1. BACKGROUND
  2. The Client is of the opinion that the Consultant has the necessary qualifications, experience and abilities to provide consulting services to the Client.
  3. The Consultant is agreeable to providing such consulting services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Consultant (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

  1. Services Provided
  2. The Client hereby agrees to engage the Consultant to provide the Client with the following consulting services (the "Services"):
    • _______________________________________________________________
      _______________________________________________________________.

  3. The Services will also include any other consulting tasks which the Parties may agree on. The Consultant hereby agrees to provide such Services to the Client.
  4. Term of Agreement
  5. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until October 15, 2024, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.
  6. Performance
  7. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
  8. Currency
  9. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in CAD (Canadian Dollars).
  10. Compensation
  11. The Consultant will charge the Client a flat fee of $__________ for the Services (the "Compensation").
  12. The Consultant will invoice the Client when the Services are complete.
  13. Invoices submitted by the Consultant to the Client are due within 30 days of receipt.
  14. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
  15. Reimbursement of Expenses
  16. The Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services.
  17. All expenses must be pre-approved by the Client.
  18. Confidentiality
  19. Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to  the Client.
  20. The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
  21. All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant.
  22. Ownership of Intellectual Property
  23. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
  24. The Consultant may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Consultant will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
  25. Return of Property
  26. Upon the expiry or termination of this Agreement, the Consultant will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
  27. Capacity/Independent Contractor
  28. In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
  29. Right of Substitution
  30. Except as otherwise provided in this Agreement, the Consultant may, at the Consultant's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Consultant under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
  31. In the event that the Consultant hires a sub-contractor:
    • the Consultant will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Consultant.
    • for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Consultant.
  32. Autonomy
  33. Except as otherwise provided in this Agreement, the Consultant will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Consultant will work autonomously and not at the direction of the Client. However, the Consultant will be responsive to the reasonable needs and concerns of the Client.
  34. Equipment
  35. Except as otherwise provided in this Agreement, the Consultant will provide at the Consultant’s own expense, any and all equipment, software, materials and any other supplies necessary to deliver the Services in accordance with the Agreement.
  36. No Exclusivity
  37. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
  38. Notice
  39. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
    • ______________________
      ______________________________
    • ______________________
      ______________________________

    or to such other address as either Party may from time to time notify the other.

  40. Indemnification
  41. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
  42. Modification of Agreement
  43. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
  44. Time of the Essence
  45. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
  46. Assignment
  47. The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
  48. Entire Agreement
  49. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
  50. Inurement
  51. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
  52. Titles/Headings
  53. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
  54. Gender
  55. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  56. Governing Law
  57. This Agreement will be governed by and construed in accordance with the laws of the Province of Alberta.
  58. Severability
  59. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
  60. Waiver
  61. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this ________ day of ________________, ________.

_______________________________
______________________ (Client)
_______________________________
______________________ (Consultant)
Consulting Agreement Page of
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What is a Consulting Agreement?

A Consulting Agreement outlines the terms and conditions of a professional service that a specialist (i.e., consultant) provides a client. It’s commonly used when a client hires a freelancing consultant or consulting business to perform specialty work or provide industry-specific guidance. 

Looking for a Consulting Agreement in French?

Use our Contrat de mandat de consultation.

Why should I use a Consulting Agreement?

Using a Consulting Agreement benefits consultants and clients. It protects each party from liability for the negligent acts of the other party, reduces the chances of a conflict, and holds both parties accountable for their contractual responsibilities. If there’s a future dispute, a contract provides evidence of what both parties agreed upon.

Consulting freelancers and businesses can create contracts when taking on new clients. Or, clients can draft a contract if a consultant doesn’t initiate the use of one.

Specialists in many industries can benefit from Consulting Agreements. This includes, but is not limited to:

  • Computer services and software
  • Software as a service (SaaS)
  • Information technology (IT)
  • Architecture and construction
  • Accounting and finance
  • Telecommunications
  • Legal services
  • Engineering
  • Real estate
  • Healthcare

Please note that a consultant is considered an independent contractor, not an employee. Anyone looking to hire an employee will need an Employment Contract, which they can create using LawDepot’s customizable template.

How do I write a Consulting Agreement?

LawDepot’s Consulting Agreement template is customized for your province or territory. It prompts you to include all the essential details for a valid contract, including the following:

Services

Consultants can provide a range of services, depending on their specialty. An agreement must specify what the consultant will do for the client and include any deliverables or deadlines that may be involved with their work. For examples, see the following table:

Consulting specialty Service examples
Management
  • Strategy development
  • Organizational restructuring
  • Performance practice and improvements
Finance
  • Planning and analysis
  • Risk management and investments
  • Crisis management and recovery
  • Tax compliance and returns
Marketing
  • Market research and analysis
  • Brand strategy and development
  • Digital marketing strategy
  • Search engine optimization (SEO), pay-per-click (PPC) guidance and analytics
Human resources
  • Talent acquisition and management training
  • Employee training and policy development
  • Compensation, payroll solutions, and benefits
Operations and supply chain
  • Process analysis and improvement
  • Supply chain management and planning
  • Performance metrics and key performance indicators (KPIs)
  • Cost reduction strategies

Concise service details will help hold a consultant accountable for their work while providing evidence of their responsibilities if any disputes occur in the future.

Compensation details

Outlining the negotiated rates for a consultant is a typical starting point and is crucial in an agreement. These details hold clients accountable for providing the correct compensation at the right time. Details include:

  • Fees (e.g., flat fee or hourly rates)
  • A retainer
  • Time or frequency of invoicing and payments
  • Contractual interest

An agreement can further detail any work expenses the client will reimburse the consultant. 

It’s important to note that contractual interest must be set at a reasonable rate as consumer laws prohibit excessive rates, even if both parties agree to it. Typically, rates of up to 25% per year on unpaid fees will be enforceable. Any rates exceeding the maximum permitted by your jurisdiction’s consumer protection laws won’t be enforceable. 

Timelines and termination clauses

The term, or length of time, a Consulting Agreement will be in force can be defined in a number of ways.  The term can be:

  • A single project - until the job is done
  • A fixed start and end date for one or more consulting needs
  • An indefinite period for ongoing services

If both parties agree to a termination clause, it must be included in the agreement. This clause outlines how much notice must be provided to terminate the contract early in the case of project-based or fixed-term contracts, and provides the means to end a contract with an indefinite term.

Notice periods allow a party to exit the agreement without the result of a dispute or repercussions like breaching the contract. This time allows a party to resolve any issues that may have caused the terminating party to take these steps.

If the service contract does not adequately provide for termination, this can be remedied using a Termination Agreement.

Confidentiality clause

Consultants may need access to a client’s confidential details to fulfill their services. For example, an accountant (i.e., the consultant) might be asked to advise a small business on their spending. They’ll need to see the client’s books to better guide them in adjusting their budget and plans for financial success. 

A confidentiality clause is essential for an agreement so a consultant can receive information that is considered trade secrets or existing intellectual property (IP). This clause creates terms for using this private information and gives clients peace of mind their data is secure with the consultant.

Intellectual property ownership

A Consulting Agreement can determine who owns the rights to any intellectual property created during the contracted period based on the negotiations between the parties. This can include any generated plans, creative works, and materials a consultant develops for the client. 

A contract can outline either of the following options:

  • The client receives complete ownership of all the materials produced
  • The consultant retains all ownership of the materials generated

Whichever party doesn’t retain the rights to the intellectual property will only have limited use and access to these materials.

For more information about intellectual property, consult the Canadian Intellectual Property Office (CIPO).

Additional clauses

Consulting Agreements can include additional clauses that are applicable to the services being provided.

LawDepot’s Consulting Agreement allows you to include additional clauses that may apply to your agreement.

How is a consultant different from an employee?

When a client hires a consultant, they’re not hiring an employee. An employee works at the direction of the employer who provides working hours, methods, and tools for the employee to fulfill their role. Employees typically only work for their employer and carry out their work themselves.

On the other hand, a consultant works as a freelancer or independent contractor. Their work is autonomous and during the hours the consultants set themselves. Typically, a consultant will have more than one client and can hire subcontractors to carry out their contractual obligations. 

In LawDepot’s Consulting Agreement, the following clauses outline the contractor status of the consultant:

  • A right of substitution allows the consultant to hire a subcontractor to meet the obligations of their services.
  • Autonomy for the consultant who has full control over working time, methods, and decision-making
  • Equipment the consultant will provide, such as tools, materials, and supplies
  • No exclusivity for consultants as they do not work exclusively for the client and may seek out opportunities with other clients
  • An indemnity clause that protects both parties from liability under applicable provincial laws
  • A return of property clause that requires the consultant to return any of the client’s property, documents, records, etc., at the end of the contract

Do I need a witness when signing a Consulting Agreement?

Though it isn’t a legal requirement, a witness can validate signatures if there are any future disputes or misunderstandings about the agreement. 

If questions regarding the agreement’s validity arise, a witness can back up that no forgery, coercion, or undue influence was involved while signing. 

Related Documents:

  • Independent Contractor Agreement: Outline the terms of the services, payments, and more when a contractor provides a service.
  • Service Agreement: Create a written agreement used to hire a service provider in exchange for compensation.
  • Invoice: Create a form detailing products or services while requesting payment from a client or customer.
  • Employment Contract: When hiring new staff, create a contract detailing the rights and obligations of both the employer and the employee.
  • Computer Services Agreement: Write an agreement outlining the terms of a computer specialist providing services for a client.
  • Confidentiality Agreement: Outline the terms and use of sensitive and private information being shared with another person or business for professional use.
  • Termination Agreement: Create an agreement when both parties of a contract mutually agree to end the contract.
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