Consulting contract template built around a named approver.
The person who asks a consultant for a fourth workstream is almost never the person who signed the contract, and in most of these agreements nobody at all is named as the one who can authorize it.
A consulting contract has to name the person on the client's side who can say yes to work it never scoped, and most published versions of the document never get round to it. The agreement below does that in section 5 and prices the likely requests in section 6, written out in full for a $44,600 eleven-week engagement with a credit union, and you can copy it, download it as a Word file, or take it as a PDF.
Consulting scope behaves differently from build scope. A website grows by pages and a brand project grows by routes, and both of those are things a client can picture themselves buying, so they tend to ask first. An advisory engagement grows when somebody adds a question to the one you were hired to answer, which to them is a clarification rather than a purchase, and it arrives from whoever happens to be in the room that morning. That is the slow version of what scope creep costs an agency over a year, and it is the harder one to invoice, because by the time anybody notices, the extra work is already sitting in the report.
Which two sections of a consulting contract decide what you get paid?
The one that describes the work and the one that handles changes to it, and neither is much use without the other. A consulting scope describes a question you have been hired to answer, and a question has no natural edge, so the only way to put one on it is to count the things the answer is made of: workstreams, interviews, days on site, sessions, pages. The change section then prices one more of each and says who is allowed to buy it.
That second half is where the published versions thin out. Umbrex walks a consultant through sixteen sections of a client contract, from fees and expenses down to governing law and arbitration, and never raises what happens when the client adds to the brief. Cooley GO publishes its form as a download and keeps its commentary to confidentiality and the assignment of work product. PandaDoc's version is the only one of the three we opened that mentions additional services at all, and it mentions them to say that the consultant shall not perform them or receive compensation for them without a formal, bilateral modification to the statement of work. That sentence is doing the opposite of what a consultant needs from it. It blocks payment for extra work without naming anybody who can authorize the modification or any period inside which they have to answer, so the client gets a veto and the consultant gets a bill nobody can send.
How do you write down an engagement that is sold as a question?
By counting everything about it that can be counted, and leaving the question itself in a single line. The agreement below does that for Thornbury Credit Union, a nine-branch credit union with 112 staff and 41,000 members, whose share of members under 35 has fallen from 22% to 16% over four years. Section 2 says that in two sentences and it is the entire reason the engagement exists.
Everything that comes after it is countable. Three workstreams in 3.1, eighteen interviews in 3.2, two days on site in 3.3, two sessions of ninety minutes in 3.4, one report of up to forty pages in 3.5. Then 3.6 says the plainest sentence in the whole document, which is that carrying out anything the report recommends is not part of this engagement. Every one of those counts appears again in section 6 with a price next to it, for the same reason a deliverable without a count is only a description: a number the client can raise for free is not really a number.
Engagement: Thornbury Credit Union, review of member growth under 35
Between [your agency] (the Consultant) and Thornbury Credit Union (the Client)
Dated: ____________
1. WHAT THIS AGREEMENT COVERS
1.1 This agreement governs the engagement described in section 3 and nothing else. Any further engagement needs its own agreement, or an approved change under section 5.
1.2 Where this agreement and anything attached to it disagree, this agreement governs.
2. BACKGROUND
2.1 Thornbury Credit Union runs nine branches with 112 staff and serves 41,000 members.
2.2 Members under 35 have fallen from 22% of the book to 16% over four years, and Thornbury has asked the Consultant to establish why and to recommend what to do about it.
3. THE WORK
3.1 The Consultant will run three workstreams: a review of Thornbury's member and account data for the four years to 31 December; a review of the joining experience in branch and online; and a comparison of Thornbury's rates, fees and products against the four competitors named in schedule A.
3.2 The Consultant will hold eighteen interviews, drawn from the nine branch managers, the head office leadership team, and up to six members introduced by Thornbury.
3.3 The Consultant will spend two days on site, at two branches chosen by Thornbury before the end of week three.
3.4 The Consultant will run two sessions, a working session in week six and a final readout in week eleven, each of ninety minutes, each for the people named in schedule B, up to eight attendees.
3.5 The Consultant will deliver one written report of up to forty pages and the supporting model as a spreadsheet, both in week eleven.
3.6 The Consultant advises. Carrying out anything the report recommends is not part of this engagement.
4. DATES
4.1 The engagement runs for eleven weeks from the start date in schedule C.
4.2 Thornbury will deliver the data extract described in 8.1 by the end of week four.
4.3 Where Thornbury misses a date in section 8, every remaining date in this section moves by the same number of working days.
5. CHANGES
5.1 Anything the Client asks for that section 3 does not name is a change, including work that presents as a small addition to a workstream already running.
5.2 The Client names one person who can approve a change, and one deputy, both in schedule D. Nobody else can approve one, and an approval given in a meeting or on a call takes effect only once that person confirms it in writing.
5.3 The Consultant will price a change in writing within two business days of being asked for it, using the rates in section 6 wherever one applies.
5.4 The approver answers within two business days. Work on a change does not start before that answer.
5.5 An approved change is numbered, attached to this agreement, and effective from the date it is approved. It changes the fee in 7.1, and where it needs more calendar time it changes the dates in section 4.
5.6 Work the Consultant carries out beyond section 3 without an approved change is at the Consultant's own cost.
6. RATES FOR WORK OUTSIDE SECTION 3
6.1 A fourth workstream: $9,850.
6.2 Each interview beyond the eighteen in 3.2: $695.
6.3 Each day on site beyond the two in 3.3: $1,575.
6.4 Each session or readout beyond the two in 3.4: $2,050.
6.5 Each competitor added to the comparison in 3.1 beyond the four in schedule A: $2,150.
6.6 Re-running a completed analysis on data delivered after the cutoff in 4.2: $5,350.
6.7 Anything outside section 3 that no rate above covers: $225 per hour, quoted under 5.3 before it starts.
6.8 These rates hold for the term of this agreement and for sixty days after the final readout.
7. FEE AND PAYMENT
7.1 The fee for the work in section 3 is $44,600.
7.2 Payable $17,840 on signature, $15,610 on the day of the week six working session, and $11,150 on delivery of the report.
7.3 Charges under section 6 are invoiced in the month the work is done.
7.4 Invoices are payable within 14 days.
7.5 Travel to Thornbury's own branches is included in 7.1. Travel the Consultant makes anywhere else at Thornbury's request is charged at cost, with receipts.
8. WHAT THORNBURY PROVIDES
8.1 A member and account data extract covering the four years named in 3.1, by the end of week four.
8.2 Introductions to the eighteen interviewees in 3.2, and the calendar time to hold those interviews between weeks two and seven.
8.3 One named contact who answers the Consultant's questions within two business days.
8.4 The branch and online material the review in 3.1 needs, within five business days of a written request.
9. CONFIDENTIALITY AND THE WORK
9.1 Each side keeps the other's confidential information to itself and uses it only for this engagement, for three years from the final readout.
9.2 The report, the model and the recommendations become Thornbury's on payment of the final invoice.
9.3 The Consultant's own methods, frameworks and working files remain the Consultant's. The Consultant may describe this engagement in general terms without naming Thornbury.
9.4 The report is advice. Decisions taken on it are Thornbury's.
10. HOW THE CONSULTANT WORKS
10.1 The Consultant is an independent contractor rather than an employee, and is responsible for its own taxes, insurance and equipment.
10.2 The Consultant holds professional indemnity and general liability cover and will produce certificates on request.
10.3 Neither side is liable to the other for more than the fee in 7.1 plus any approved changes, and neither is liable for the other's lost profit or lost business.
11. ENDING THE ENGAGEMENT EARLY
11.1 Either side may end this agreement on ten business days' written notice.
11.2 Where Thornbury ends it, the Consultant invoices the work done to that date against the stage payments in 7.2 and the rates in section 6, and hands over whatever is finished.
11.3 An approved change already underway is payable in full.
12. SIGNATURES
12.1 This agreement takes effect once both signatures below are dated.
12.2 Signing it accepts sections 3 through 11 as written, including the rates in section 6.
For Thornbury Credit Union: ____________________ Date: __________
For [your agency]: ____________________ Date: __________
Schedule A, the four competitors compared in 3.1: ____________________
Schedule B, the people who attend the sessions in 3.4: ____________________
Schedule C, the start date: ____________________
Schedule D, the change approver named in 5.2, and the deputy: ____________________
Who on the client's side can approve a change?
Whoever the contract names, and a contract that names nobody has answered the question with nobody. Clause 5.2 asks Thornbury for two names, an approver and a deputy, and keeps them in a schedule so they can be swapped when somebody leaves without anyone having to reopen the agreement.
This matters more on consulting work than on a build, because the person who signs a consulting contract is rarely the person you spend the engagement with. Procurement or a general counsel signs it, and then you work alongside the chief operating officer, who asks for things in a Tuesday session with eight people in the room and has no idea whether she is allowed to. Clause 5.2 answers that for her and 5.4 gives her two business days to answer you. The rest of section 5 follows from those two names: a written price inside two business days, no work before the yes, a numbered change attached to the agreement, and the flat statement in 5.6 that anything done outside section 3 without one of those is the consultant's own cost. Writing that last line against yourself is what makes the other five credible, and it is the same instinct behind an approval that still holds up months later, which is that a record only helps when both sides can read it the same way.
Why does the fourth workstream need a price before anybody asks for it?
Because once it has been asked for, you are the only person in the conversation who can see what it costs, and a figure produced at that point reads as a bill rather than as a rate. Clause 6.1 settles it in advance at $9,850, which is roughly what three weeks of a fourth analysis stream costs to run alongside the other three.
The rest of section 6 does the same job for the smaller requests, and those are the ones that actually get through: $695 for an interview beyond the eighteen, $1,575 for a day on site beyond the two, $2,050 for a session or readout beyond the two, $2,150 for a fifth competitor in the comparison, and $225 an hour for anything the list does not name. None of those figures is unusual on its own. What the list does is turn every request into a yes or no question for the client rather than a judgment call for you, which is the same work exclusions that hold when the client asks anyway do in a scope of work, approached from the opposite side.
What happens in week five when Thornbury adds the lending book?
It gets priced, approved and invoiced, and nobody has to have an awkward conversation about it. Over about ten days in week five the chief operating officer asks for three things: the commercial lending book brought into the analysis, which nobody raised at kickoff; seven more interviews, because each branch manager wants one of their own; and a session for the board in week nine.
Section 6 already has all three of them. The lending book is a fourth workstream at $9,850 under 6.1. The seven interviews are $695 each under 6.2, so $4,865. The board session is $2,050 under 6.4. That comes to $16,765 of approved change against a $44,600 fee, a little under 38% of the engagement, priced in writing inside two business days and signed by the one person schedule D names. The same engagement with section 6 taken out of it absorbs all three requests and still invoices $44,600.
What does the contract do when the client misses their own date?
It moves your dates by the same number of working days and it charges for the analysis it makes you run twice. Thornbury's data extract is due at the end of week four under 8.1, and in this engagement it lands in week six, by which point the member data workstream has already been modeled on the partial file Thornbury sent in week two.
Clause 4.3 then moves every remaining date day for day, which keeps the late readout from looking like the consultant's own slippage, and 6.6 charges $5,350 for re-running a completed analysis on data that arrived after the cutoff. Those two take the engagement to $66,715, and the $5,350 is the piece most consultants never invoice, because nobody wrote down in advance that the work was going to happen twice. Section 8 is short for a reason. It lists four obligations, each with a date attached, and every one of them is a date the client owes the agency rather than the other way round.
A rate card is only as good as the person allowed to accept it
Section 6 of this agreement carries seven prices and 5.2 carries two names, and the two names are worth more than the seven prices. A consultant with a full rate card and no named approver spends the engagement explaining the rates to whoever asked, hearing that they sound fair, doing the work, and then sending the invoice to somebody who was never in that conversation. The same consultant with schedule D filled in sends a $9,850 price to one address, has an answer inside two business days, and starts the fourth workstream knowing the money is already attached to it.
So if one thing moves off this page into your own paperwork, make it schedule D and the two business days in 5.4. Fill the rest in with your own work and your own rates, sit it underneath a consulting statement of work if the engagement is large enough to want a separate one, and settle which document governs the work before either of them is signed. Everything after that is a matter of counting.
Frequently asked questions
What is a consulting contract template?
A consulting contract template is a reusable agreement you send a client before an advisory engagement starts, setting out the work, the fee, the dates, who owns the output and what happens if either side stops early. The version on this page adds the part most published ones leave out, which is a section naming who on the client's side is allowed to approve work beyond the scope, and a rate card that has already priced the additions an engagement of this shape tends to attract.
Is this consulting contract template free to use?
Yes, with no sign-up and no email address. The whole agreement is printed on this page, and you can copy it to your clipboard or take it as a Word file or a PDF from the buttons underneath it. Swap in your own client and your own numbers, keep sections 5 and 6 close to the wording here, and delete anything your engagements never involve.
What should a consulting contract say about work outside the agreed scope?
Three things, which are that it counts as a change, what it costs, and who can approve it. The agreement above defines a change in 5.1 as anything section 3 does not name, prices the likely ones in section 6, and names one approver plus a deputy in 5.2. It also says in 5.6 that work done outside the scope without an approved change is the consultant's own cost, which reads as a concession and is the thing that makes the first three lines worth having.
Who should approve changes on the client's side?
One named person, with one named deputy, written into the agreement rather than assumed. On consulting work the person who signs the contract often sits in procurement or legal, while the person who asks you for more is the operational sponsor you see every week, and a standard template connects the two nowhere. Putting both names in a schedule also means they can be changed when somebody leaves without reopening the agreement itself.
What is the difference between a consulting contract and a consulting statement of work?
The contract governs the relationship and the statement of work governs the project. On a single eleven-week engagement one document can reasonably do both, which is how the agreement above is written, with section 3 carrying the detail a separate statement of work would otherwise hold. On a client you expect to work with again and again, splitting them saves renegotiating liability and confidentiality every time, and the statement of work is then free to be short.
How do you charge for extra work on a fixed-fee consulting engagement?
With a published price for each unit the engagement is counted in, agreed before any of it comes up. The agreement above prices a fourth workstream at $9,850, an interview beyond the eighteen at $695, a day on site at $1,575, a session at $2,050 and anything unnamed at $225 an hour. Falling back on an hourly rate alone is what sinks fixed-fee consulting, because an hourly figure invites the client to argue about how long something should have taken rather than about whether they want it.