Consulting Agreement Template
A plain-English consulting agreement for a fixed-fee engagement. Enter the fee and the percentage due at each milestone, and every installment is calculated — the payment schedule always adds up to the fee. Client, consultant, services and dates are entered once and fill every clause.
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Consulting Agreement
This Consulting Agreement (the “Agreement”) is entered into as of October 11, 2026 (the “Effective Date”) between:
Client: Buckeye Valley Fabrication, Inc., an Ohio corporation
Address: 4475 Industrial Parkway, Dayton, Ohio 45414
Consultant: Ridgeline Operations Advisory LLC, an Ohio limited liability company
Address: 250 East Town Street, Suite 400, Columbus, Ohio 43215
Client and Consultant are each a “party” and together the “parties.” The parties agree as follows.
1. Services and Deliverables
Consultant will provide the following services to Client: an operations assessment of Client’s fabrication shop and estimating process, including on-site observation, interviews with Client’s managers and shop leads, a review of Client’s job-costing data for the past 24 months, and recommendations to shorten quoting time and improve job margins (the “Services”). Consultant will deliver an interim findings presentation and a final written report with a prioritized 12-month implementation roadmap (the “Deliverables”), and will use reasonable efforts to deliver the final Deliverable by December 25, 2026.
Consultant will perform the Services in a professional manner, consistent with generally accepted standards for similar services. Client will give Consultant timely access to the information, personnel and facilities the Services reasonably require and will make decisions needed for the Services without undue delay; Consultant’s dates are extended by any delay caused by Client. The Deliverables are recommendations: Client decides whether and how to implement them, and Consultant does not guarantee any particular business result.
Services outside this scope (“Additional Services”) will be performed only if the parties agree to them in writing, including by email, before the work begins.
2. Term
This Agreement begins on the Effective Date and continues until the Services and any Additional Services are complete, unless it is terminated earlier under Section 13.
3. Fees
Client will pay Consultant a fixed fee of $18,000.00 for the Services (the “Fee”), in the following installments:
Installment | Due | Amount |
|---|---|---|
1 (30%) | on signing this Agreement | $5,400.00 |
2 (40%) | upon delivery of the interim findings presentation | $7,200.00 |
3 (balance) | upon delivery of the final report | $5,400.00 |
Total | $18,000.00 |
The Fee covers the Services as described in Section 1. Additional Services are billed at $175.00 per hour for time actually spent, in quarter-hour increments, unless the parties agree on a fixed price for them in writing.
4. Expenses
Client will reimburse reasonable travel and other out-of-pocket expenses that Consultant incurs specifically for the Services, at cost and supported by receipts; mileage is reimbursed at the IRS standard mileage rate in effect when the miles are driven. Total reimbursable expenses will not exceed $1,500.00 without Client’s prior written approval. Consultant bears its own overhead, including office, equipment, software and administrative costs.
5. Invoicing and Payment
Consultant will invoice each installment when it becomes due, and Additional Services and expenses monthly in arrears with reasonable detail. Client will pay each invoice within 15 days after receiving it. If Client disputes any part of an invoice in good faith, it will notify Consultant in writing within that period, stating the reason, and pay the undisputed portion on time.
Undisputed amounts not paid when due bear interest at 8% per year, or the highest rate allowed by law if that is lower. If an undisputed amount remains unpaid 10 days after Consultant gives written notice of non-payment, Consultant may suspend the Services until it is paid, and its dates are extended accordingly.
6. Independent Contractor Status
Consultant is an independent contractor, not an employee, partner, joint venturer or agent of Client. Consultant determines the manner, means and schedule of its work and may provide services to other clients, including clients in Client’s industry, provided that it complies with Section 8. Consultant has no authority to bind Client.
Consultant and its personnel are not eligible for any of Client’s employee benefit plans. Client will not withhold income, Social Security or Medicare taxes from payments to Consultant; Consultant is responsible for all taxes on its compensation and for the wages, benefits, taxes and insurance of its own personnel. Consultant will give Client a completed IRS Form W-9 before the first payment, and Client will report payments on IRS Form 1099-NEC where the law requires.
7. Intellectual Property
When Client has paid the Fee in full — or, if this Agreement is terminated, the amounts due under Section 13 — Consultant assigns to Client all right, title and interest in the Deliverables, including all copyrights in them, and will sign any further document Client reasonably requests to confirm the assignment.
Consultant keeps ownership of the methods, frameworks, templates, software tools, know-how and other materials it owned before this Agreement or develops independently of it, and of its general skills and experience (“Consultant Materials”). To the extent Consultant Materials are incorporated in a Deliverable, Consultant grants Client a non-exclusive, perpetual, royalty-free license to use, copy and modify them as part of that Deliverable for Client’s own business. Information, data and materials that Client provides remain Client’s property (“Client Materials”), and Consultant may use them only to perform the Services. Consultant will not name Client as a client in its marketing without Client’s written consent.
8. Confidentiality
Each party will keep confidential all non-public information that the other party discloses to it in connection with this Agreement and that is marked or identified as confidential or would reasonably be understood to be confidential, including Client’s financial, customer, pricing and operational information (“Confidential Information”). The receiving party will use Confidential Information only to perform or receive the Services and will disclose it only to its personnel and advisers who need to know it and are bound by confidentiality duties at least as protective as these. These obligations do not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already knew or developed independently, or that it lawfully receives from a third party without a duty of confidentiality. A party may disclose Confidential Information when required by law, after giving the other party prompt notice where legally permitted.
These obligations continue for three (3) years after this Agreement ends, and for trade secrets for as long as they remain trade secrets. When this Agreement ends, or earlier on request, each party will return or destroy the other party’s Confidential Information, except copies it must keep by law or in routine backups, which remain confidential.
Defend Trade Secrets Act notice. Under 18 U.S.C. § 1833(b), an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use it in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose it except pursuant to court order.
9. Non-Solicitation
During this Agreement and for 12 months after it ends, neither party will, directly or through others, solicit for employment or engagement any employee of the other party with whom it worked directly on the Services. General advertisements and job postings not targeted at those employees do not breach this Section, and neither does hiring a person who responds to them or who approaches a party on his or her own initiative. This Section applies only to the extent permitted by applicable law. Nothing in this Agreement restricts Consultant from providing services to any other person, subject to Section 8.
10. Warranty and Limitation of Liability
Consultant warrants that the Services will be performed in accordance with Section 1. If Client notifies Consultant in writing within 30 days after a Deliverable is delivered that it does not meet this warranty, Consultant will correct it at no additional charge, and if it cannot, will refund the fees paid for the deficient part. Except as stated in this Agreement, Consultant makes no other warranties, express or implied.
Neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits or revenue, arising out of this Agreement, even if advised of their possibility. Each party’s total liability arising out of this Agreement will not exceed the total fees paid and payable to Consultant under it. These limits do not apply to a party’s breach of Section 8, to a party’s obligations under Section 11, to fraud, gross negligence or willful misconduct, or to Client’s obligation to pay the fees and expenses due under this Agreement.
11. Indemnification
Each party will defend, indemnify and hold harmless the other party and its officers, employees and agents from claims by third parties, and the resulting losses and expenses including reasonable attorneys’ fees, for bodily injury, death or damage to tangible property to the extent caused by the negligence or willful misconduct of the indemnifying party or its personnel. Consultant will also defend and indemnify Client against third-party claims that a Deliverable, excluding Client Materials and changes made by Client, infringes a United States copyright or misappropriates a trade secret. The party seeking indemnity will give prompt written notice of the claim and reasonable cooperation, and the indemnifying party will control its defense and settlement, but may not settle a claim in a way that imposes an obligation on the other party without its consent.
12. Insurance
While this Agreement is in effect, Consultant will maintain professional liability (errors and omissions) insurance with limits of at least $1,000,000 per claim, and workers’ compensation insurance where the law requires it, and will provide certificates of insurance on Client’s request.
13. Termination
Either party may terminate this Agreement for any reason by giving the other party at least 15 days’ written notice. Either party may terminate it immediately by written notice if the other party materially breaches it and does not cure the breach within 10 days after receiving written notice describing it.
On termination, Client will pay Consultant for the Services performed through the termination date — the installments already due and a fair proportion of the next installment for the work performed toward it — together with fees for Additional Services performed and approved expenses incurred. Termination for the other party’s breach does not affect the right to recover damages for that breach. Upon payment, Consultant will deliver the work in progress, which is assigned to Client under Section 7. Sections 5 through 11 and 14 survive the end of this Agreement.
14. Governing Law and General Provisions
This Agreement is governed by the laws of the State of Ohio, without regard to its conflict-of-laws rules, and any lawsuit arising out of it will be brought in the state or federal courts located in that state. The parties will first try in good faith to resolve any dispute by discussion between their senior representatives.
This Agreement is the entire agreement between the parties about its subject matter and supersedes all prior proposals and discussions. It may be amended only in a writing signed by both parties. Neither party may assign this Agreement without the other party’s written consent, except to a successor to all or substantially all of its business. Neither party is liable for a delay caused by events beyond its reasonable control, other than a delay in payment. If any provision is held unenforceable, it will be enforced to the extent permitted and the remaining provisions remain in effect. Notices must be in writing and delivered to the addresses stated above or to another address a party designates by notice. This Agreement may be signed in counterparts, including electronically, each of which is an original.
Signatures
The parties have signed this Agreement as of the Effective Date.
CLIENT: Buckeye Valley Fabrication, Inc.
______________________________
Laura Kessler, President
Date: ____________________
CONSULTANT: Ridgeline Operations Advisory LLC
______________________________
Marcus Feld, Managing Member
Date: ____________________
What it's for
A consulting agreement sets the terms on which a business engages an outside expert for advice and analysis: what the consultant will do and deliver, what it costs, who owns the results, how confidential information is protected, and how much the consultant can be held liable for if the advice goes wrong. A precise scope and list of deliverables is the core of it — most disputes are about work one side thought was included.
No federal statute governs consulting agreements; state contract law does, while federal rules shape individual clauses. The Copyright Act decides who owns reports and other written work (17 U.S.C. §§ 101, 201 and 204), the IRS and state agencies decide whether the consultant is genuinely independent, and the Defend Trade Secrets Act requires a whistleblower immunity notice in confidentiality terms with an individual (18 U.S.C. § 1833(b)). Non-solicitation clauses and liability caps are enforced under state law, so they are drafted narrowly here.
The sample is a fixed-fee operations assessment for a metal fabrication company, paid in three installments — on signing, at the interim findings and on the final report. Change the services, deliverables and milestones for any advisory engagement, from management and IT to marketing, engineering or finance; for hourly project work, the independent contractor agreement template is the better fit.
What it should include
- the legal names, entity types and addresses of the client and the consultant
- a specific description of the services and deliverables, and the target completion date
- the fee — fixed, hourly or both — the payment schedule and the rate for additional work
- which expenses are reimbursed and up to what amount, and the invoicing and payment terms
- the consultant’s independent contractor status, taxes and benefits
- who owns the deliverables and the consultant’s pre-existing materials
- mutual confidentiality, a narrow non-solicitation clause and a limit on liability
- termination, governing law and both signatures
How it works
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Frequently asked questions
What is the difference between a consulting agreement and an independent contractor agreement?
Both engage an outside business rather than an employee, and the same classification and tax rules apply to both: the actual working relationship counts, not the title. The difference is what is being bought. An independent contractor agreement usually covers defined work — drafting, installation, production — paid by the hour or by the job, with the client owning the output outright. A consulting agreement buys expertise and advice: it is built around deliverables such as assessments and recommendations, is often priced as a fixed fee, lets the consultant keep its methods and tools, and caps the consultant’s liability for its advice.
Who owns the work a consultant creates?
Unless the contract says otherwise, the consultant does. Under the Copyright Act, work created by someone who is not an employee belongs to its author unless it falls within one of nine categories of specially commissioned works and both parties sign a written work-made-for-hire agreement (17 U.S.C. § 101), or the author signs a written transfer (17 U.S.C. § 204(a)). Reports and recommendations usually fall outside those nine categories, so this template assigns the deliverables to the client once they are paid for, while the consultant keeps its pre-existing methods and tools and licenses the client to use the parts built into the deliverables.
Should consulting fees be hourly, fixed or a retainer?
Hourly billing suits work whose scope cannot be pinned down in advance, but it leaves the cost risk with the client. A fixed fee, usually paid in installments with one due upfront, gives the client a firm budget and rewards the consultant for working efficiently — it needs a precise scope and a rate for anything extra. A monthly retainer buys ongoing availability rather than a defined result. This template uses a fixed fee in three installments, with an hourly rate for additional services approved in writing.
Can a consulting agreement include a non-compete?
It can, but it is often unenforceable and rarely necessary. Non-competes are a matter of state law: California treats most of them as void (Business and Professions Code § 16600), and many other states restrict them by statute. The FTC’s 2024 rule that would have banned most non-competes nationwide was set aside by a federal court, and the FTC dropped its appeal in September 2025, so state law still decides. Confidentiality and IP clauses usually protect the client better; this template lets the consultant serve other clients and includes only a narrow, mutual promise not to solicit the employees the parties worked with.
This template is a general starting point. Draftmill is not a law firm and does not provide legal advice; using a template creates no attorney–client relationship, and we do not guarantee that it is correct or suitable for your situation. Laws differ from state to state — adapt it to your situation, and have important contracts reviewed by an attorney licensed in your state. Terms of Service
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