Reviewed May 2023
Ag Decision Maker
extension.iastate.edu/agdm
File C5-84
Sample Consulting Agreement
This Consulting Agreement, dated effective , 20 (this “Agreement”), is made and
entered into by and among [name of the company] (the “Company”) and [name of
consultant] (the “Consultant”).
ARTICLE 1
SCOPE OF WORK
1.1 Services. The Company has engaged Consultant to provide services in connection with the
Company’s [summary of the project or business of the Company]. Consultant will [summary of the services
Consultant is to provide], and such other services as described in Exhibit A (collectively, the “consulting
services”).
1.2 Time and Availability. Consultant will devote hours per month in performing the services
for the Company as stated herein. Consultant shall have discretion in selecting the dates and times it performs
such consulting services throughout the month giving due regard to the needs of the Company’s business. If
the Company deems it necessary for the Consultant to provide more than hours in any month,
Consultant is not obligated to undertake such work until the Consultant and Company have agreed on a rate
of compensation. [The time devoted can be hours per day, per week, or per year. The Company may also elect to
pay a flat monthly fee regardless of hours, but the Company should be cautious of this approach.]
1.3 Confidentiality. In order for Consultant to perform the consulting services, it may be necessary for the
Company to provide Consultant with Confidential Information (as defined below) regarding the Company’s
business and products. The Company will rely heavily upon Consultant’s integrity and prudent judgment to
use this information only in the best interests of the Company.
1.4 Standard of Conduct. In rendering consulting services under this Agreement, Consultant shall conform
to high professional standards of work and business ethics. Consultant shall not use time, materials, or
equipment of the Company without the prior written consent of the Company. In no event shall Consultant
take any action or accept any assistance or engage in any activity that would result in any university,
governmental body, research institute or other person, entity, or organization acquiring any rights of any
nature in the results of work performed by or for the Company.
1.5 Outside Services. Consultant shall not use the service of any other person, entity, or organization
in the performance of Consultant’s duties without the prior written consent of an officer of the Company.
Should the Company consent to the use by Consultant of the services of any other person, entity, or
organization, no information regarding the services to be performed under this Agreement shall be disclosed
to that person, entity, or organization until such person, entity, or organization has executed an agreement
to protect the confidentiality of the Company’s Confidential Information (as defined in Article 5) and the
Company’s absolute and complete ownership of all right, title, and interest in the work performed under this
Agreement.
1.6 Reports. Consultant shall periodically provide the Company with written reports of his or her
observations and conclusions regarding the consulting services. Upon the termination of this Agreement,
Consultant shall, upon the request of Company, prepare a final report of Consultant’s activities.
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ARTICLE 2
INDEPENDENT CONTRACTOR
2.1 Independent Contractor. Consultant is an independent contractor and is not an employee, partner, or
co-venturer of, or in any other service relationship with, the Company. The manner in which Consultant’s
services are rendered shall be within Consultant’s sole control and discretion. Consultant is not authorized to
speak for, represent, or obligate the Company in any manner without the prior express written authorization
from an officer of the Company.
2.2 Taxes. Consultant shall be responsible for all taxes arising from compensation and other amounts
paid under this Agreement, and shall be responsible for all payroll taxes and fringe benefits of Consultant’s
employees. Neither federal, nor state, nor local income tax, nor payroll tax of any kind, shall be withheld
or paid by the Company on behalf of Consultant or his/her employees. Consultant understands that he/
she is responsible to pay, according to law, Consultant’s taxes and Consultant shall, when requested by the
Company, properly document to the Company that any and all federal and state taxes have been paid.
2.3 Benefits. Consultant and Consultant’s employees will not be eligible for, and shall not participate
in, any employee pension, health, welfare, or other fringe benefit plan of the Company. No workers’
compensation insurance shall be obtained by Company covering Consultant or Consultant’s employees.
ARTICLE 3
COMPENSATION FOR CONSULTING SERVICES
3.1 Compensation. The Company shall pay to Consultant $ per month for services
rendered to the Company under this Agreement. The monthly compensation shall be paid on the first of the
month following the month the services were provided. The monthly compensation shall be paid regardless of
the number of consulting hours provided by Consultant in a particular month. [Another option is to pay hourly
and require monthly time documentation. The monthly compensation would be reduced by the hourly rate for the
number of hours less than the devoted hours.]
3.2 Reimbursement. The Company agrees to reimburse Consultant for all actual reasonable and necessary
expenditures, which are directly related to the consulting services. These expenditures include, but are not
limited to, expenses related to travel (i.e., airfare, hotel, temporary housing, meals, parking, taxis, rideshare,
mileage, etc.), telephone calls, and postal expenditures. Expenses incurred by Consultant will be reimbursed
by the Company within 15 days of Consultant’s proper written request for reimbursement.
ARTICLE 4
TERM AND TERMINATION
4.1 Term. This Agreement shall be effective as of , 20 , and shall continue in full force and
effect for consecutive months. The Company and Consultant may negotiate to extend the term of this
Agreement and the terms and conditions under which the relationship shall continue.
4.2 Termination. The Company may terminate this Agreement for “Cause,” after giving Consultant
written notice of the reason. Cause means: (1) Consultant has breached the provisions of Article 5 or 7 of
this Agreement in any respect, or materially breached any other provision of this Agreement and the breach
continues for 30 days following receipt of a notice from the Company; (2) Consultant has committed fraud,
misappropriation, or embezzlement in connection with the Company’ s business; (3) Consultant has been
convicted of a felony; or (4) Consultant’s use of narcotics, liquor, or illicit drugs has a detrimental effect on
the performance of his or her employment responsibilities, as determined by the Company.
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4.3 Responsibility upon Termination. Any equipment provided by the Company to the Consultant in
connection with or furtherance of Consultant’s services under this Agreement, including, but not limited
to, computers, laptops, and personal management tools, shall, immediately upon the termination of this
Agreement, be returned to the Company.
4.4 Survival. The provisions of Articles 5, 6, 7, and 8 of this Agreement shall survive the termination of
this Agreement and remain in full force and effect thereafter.
ARTICLE 5
CONFIDENTIAL INFORMATION
5.1 Obligation of Confidentiality. In performing consulting services under this Agreement, Consultant may
be exposed to and will be required to use certain “Confidential Information” (as hereinafter defined) of the
Company. Consultant agrees that Consultant will not and Consultant’s employees, agents, or representatives
will not use, directly or indirectly, such Confidential Information for the benefit of any person, entity,
or organization other than the Company, or disclose such Confidential Information without the written
authorization of the President of the Company, either during or after the term of this Agreement, for as long
as such information retains the characteristics of Confidential Information.
5.2 Definition. “Confidential Information” means information not generally known and proprietary to
the Company or to a third party for whom the Company is performing work, including, without limitation,
information concerning any patents or trade secrets, confidential or secret designs, processes, formulae,
source codes, plans, devices or material, research and development, proprietary software, analysis, techniques,
materials, or designs (whether or not patented or patentable), directly or indirectly useful in any aspect of the
business of the Company, any vendor names, customer and supplier lists, databases, management systems
and sales and marketing plans of the Company, any confidential secret development or research work of the
Company, or any other confidential information or proprietary aspects of the business of the Company. All
information which Consultant acquires or becomes acquainted with during the period of this Agreement,
whether developed by Consultant or by others, which Consultant has a reasonable basis to believe to be
Confidential Information, or which is treated by the Company as being Confidential Information, shall be
presumed to be Confidential Information.
5.3 Property of the Company. Consultant agrees that all plans, manuals, and specific materials developed
by the Consultant on behalf of the Company in connection with services rendered under this Agreement, are
and shall remain the exclusive property of the Company. Promptly upon the expiration or termination of this
Agreement, or upon the request of the Company, Consultant shall return to the Company all documents and
tangible items, including samples, provided to Consultant or created by Consultant for use in connection with
services to be rendered hereunder, including, without limitation, all Confidential Information, together with
all copies and abstracts thereof.
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ARTICLE 6
RIGHTS AND DATA
All drawings, models, designs, formulas, methods, documents, and tangible items prepared for and submitted
to the Company by Consultant in connection with the services rendered under this Agreement shall belong
exclusively to the Company and shall be deemed to be works made for hire (the “Deliverable Items”). To the
extent that any of the Deliverable Items may not, by operation of law, be works made for hire, Consultant
hereby assigns to the Company the ownership of copyright or mask work in the Deliverable Items, and the
Company shall have the right to obtain and hold in its own name any trademark, copyright, or mask work
registration, and any other registrations and similar protection which may be available in the Deliverable Items.
Consultant agrees to give the Company or its designees all assistance reasonably required to perfect such rights.
ARTICLE 7
CONFLICT OF INTEREST AND NON-SOLICITATION
7.1 Conflict of Interest. Consultant covenants and agrees not to consult or provide any services in any
manner or capacity to a direct competitor of the Company during the duration of this Agreement unless
express written authorization to do so is given by the Company’s President. A direct competitor of the
Company for purposes of this Agreement is defined as any individual, partnership, corporation, and/or other
business entity that engages in the business of [define business – substantially similar to what is provided at
Section 1.1] within miles of the [facility, headquarters, etc.].
7.2 Non-Solicitation. Consultant covenants and agrees that during the term of this Agreement, Consultant
will not, directly or indirectly, through an existing corporation, unincorporated business, affiliated party,
successor employer, or otherwise, solicit, hire for employment or work with, on a part-time, consulting,
advising, or any other basis, other than on behalf of the Company any employee or independent contractor
employed by the Company while Consultant is performing services for the Company.
ARTICLE 8
RIGHT TO INJUNCTIVE RELIEF
Consultant acknowledges that the terms of Articles 5, 6, and 7 of this Agreement are reasonably necessary
to protect the legitimate interests of the Company, are reasonable in scope and duration, and are not
unduly restrictive. Consultant further acknowledges that a breach of any of the terms of Articles 5, 6, or 7
of this Agreement will render irreparable harm to the Company, and that a remedy at law for breach of the
Agreement is inadequate, and that the Company shall therefore be entitled to seek any and all equitable relief,
including, but not limited to, injunctive relief, and to any other remedy that may be available under any
applicable law or agreement between the parties. Consultant acknowledges that an award of damages to the
Company does not preclude a court from ordering injunctive relief. Both damages and injunctive relief shall
be proper modes of relief and are not to be considered as alternative remedies.
ARTICLE 9
GENERAL PROVISIONS
9.1 Construction of Terms. If any provision of this Agreement is held unenforceable by a court of
competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the
remaining provisions.
9.2 Governing Law. This Agreement shall be governed by and construed in accordance with the internal
laws (and not the laws of conflicts) of the State of [governing law].
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9.3 Complete Agreement. This Agreement constitutes the complete agreement and sets forth the entire
understanding and agreement of the parties as to the subject matter of this Agreement and supersedes all prior
discussions and understandings in respect to the subject of this Agreement, whether written or oral.
9.4 Dispute Resolution. If there is any dispute or controversy between the parties arising out of or relating
to this Agreement, the parties agree that such dispute or controversy will be arbitrated in accordance with
proceedings under American Arbitration Association rules, and such arbitration will be the exclusive dispute
resolution method under this Agreement. The decision and award determined by such arbitration will be
final and binding upon both parties. All costs and expenses, including reasonable attorney’s fees and expert’s
fees, of all parties incurred in any dispute that is determined and/or settled by arbitration pursuant to this
Agreement will be borne by the party determined to be liable in respect of such dispute; provided, however,
that if complete liability is not assessed against only one party, the parties will share the total costs in
proportion to their respective amounts of liability so determined. Except where clearly prevented by the area
in dispute, both parties agree to continue performing their respective obligations under this Agreement until
the dispute is resolved.
9.5 Modification. No modification, termination, or attempted waiver of this Agreement, or any provision
thereof, shall be valid unless in writing signed by the party against whom the same is sought to be enforced.
9.6 Waiver of Breach. The waiver by a party of a breach of any provision of this Agreement by the other
party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach.
9.7 Successors and Assigns. This Agreement may not be assigned by either party without the prior
written consent of the other party; provided, however, that the Agreement shall be assignable by the Company
without Consultant’s consent in the event the Company is acquired by or merged into another corporation or
business entity. The benefits and obligations of this Agreement shall be binding upon and inure to the parties
hereto, their successors and assigns.
9.8 No Conflict. Consultant warrants that Consultant has not previously assumed any obligations
inconsistent with those undertaken by Consultant under this Agreement.
IN WITNESS WHEREOF, this Agreement is executed as of the date set forth above.
[COMPANY] [CONSULTANT]
By: By:
Its: Its:
For an explanation of this agreement see Information File C5-83, Overview of Consulting Agreements, www.extension.
iastate.edu/agdm/wholefarm/pdf/c5-83.pdf. This sample agreement does not constitute legal advice. Parties negotiating
and contemplating entering into a consulting agreement should consult with competent legal advisors.
Original author Joe R. Thompson
extension.iastate.edu/agdm/
This institution is an equal opportunity
provider. For the full non-discrimination
statement or accommodation inquiries, go to
www.extension.iastate.edu/diversity/ext.
