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Consulting Agreement Template

Consultants are paid for judgment, which makes two clauses decisive: who owns the reports, code and advice they produce, and whether the relationship really is independent. Calling someone a consultant doesn't settle their status, and without a written assignment the consultant usually keeps the copyright in their work.

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Rules to know

  • Federal and state classification tests both apply

    Calling someone a consultant doesn't settle their status. The IRS, the Department of Labor and state agencies each apply their own tests, and some states use a stricter ABC test.

    29 C.F.R. Part 795 (DOL independent contractor rule)

  • Work product needs an express assignment

    Without a written assignment, a consultant generally owns the copyright in what they create. Most consulting work doesn't qualify as “work made for hire,” so the assignment clause does the real work.

    17 U.S.C. §§ 101, 201(b), 204(a)

  • Whistleblower notice for trade-secret protection

    Include the Defend Trade Secrets Act immunity notice in the confidentiality clause; without it you can't recover exemplary damages or attorney's fees from the consultant under the Act.

    18 U.S.C. § 1833(b)

  • Non-competes for consultants are risky

    Several states restrict or ban non-competes, and some apply those limits to independent contractors as well as employees. A non-solicit of your staff is usually the safer choice.

Last updated 2026-10-05

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What a consulting agreement covers

  • Scope of consulting services
  • Fees, retainer and expenses
  • Independent-contractor status
  • Confidentiality
  • Ownership of work product
  • Non-solicitation
  • Term and termination

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Frequently asked questions

Does a consulting agreement make work product a work made for hire?
Usually not on its own. Most consulting work doesn't fit the legal definition of a work made for hire, so the agreement needs an express written assignment of the work product to transfer ownership to your business.
Which tests decide whether a consultant is really independent?
Several, applied separately. The IRS, the Department of Labor and state agencies each use their own test, and some states use a stricter ABC test. Control over how the work is done carries the most weight.
Can I stop a consultant from working for competitors?
A non-compete is risky: several states restrict or ban them, and some apply those limits to independent contractors too. A non-solicitation clause covering your staff and a strong confidentiality clause are usually the safer choice.
Is a consulting agreement the same as an independent contractor agreement?
They're close cousins. A consulting agreement usually centres on advice and expertise, often on a retainer, while a contractor agreement centres on defined deliverables.
Should consultants get equity?
Advisors to startups sometimes receive equity. If so, the agreement should cover vesting and reference a separate equity grant, not just mention it.
Who owns the consultant's work?
Without an assignment clause, the consultant generally owns what they create. Spell out ownership of reports, code and other work product.

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