Velor Legal Counsel

Explore frequently used consulting contract sample formats with standard language and structure. Use these as a starting point to guide your engagements. Leverage Velora, your AI legal counsel, to assist in drafting sample agreements or answer legal questions.

1 – Non-Disclosure Agreement (NDA)

Use this contract to protect confidential discussions between you and a client.

NON-DISCLOSURE AGREEMENT (NDA)

This NON-DISCLOSURE AGREEMENT (“Agreement”) is made and entered into as of [Effective Date], by and between [Disclosing Party Name], with a principal place of business at [Disclosing Party Address], and [Receiving Party Name], with a principal place of business at [Receiving Party Address].

1. Confidential Information. Both parties agree not to disclose any non-public, confidential, or proprietary information exchanged in the course of discussions related to [Purpose of Disclosure].

2. Obligation of Confidentiality. Each party shall use the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care, and shall not disclose such information to any third party without prior written consent.

3. Use of Information. Confidential Information will only be used for the purpose of evaluating or engaging in a potential business relationship described above.

4. Exclusions. This Agreement shall not apply to information that:
   (a) is or becomes publicly available without breach;
   (b) is disclosed with prior written approval;
   (c) is independently developed without use of the disclosed information.

5. Return or Destruction. Upon request, all documents and materials shall be returned or destroyed by the receiving party.

6. Term. This Agreement remains in effect for two (2) years from the Effective Date.

7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

__________________________       __________________________  
[Disclosing Party Name]           [Receiving Party Name]  
Title: ___________________        Title: ___________________  
Date: ____________________        Date: ____________________
      
2 – Consulting Services Agreement

Covers general terms, scope, payment, and responsibilities for a project-based engagement.

CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement (“Agreement”) is entered into on [Date], by and between [Consultant Name], with a business address at [Consultant Address] (“Consultant”), and [Client Name], with a business address at [Client Address] (“Client”). The Consultant and the Client may be referred to collectively as the “Parties.”

1. Scope of Services. Consultant agrees to perform the services described in Exhibit A (“Services”), which may include but are not limited to: [Brief Summary of Services]. Consultant shall use commercially reasonable efforts to perform the Services in a professional and workmanlike manner.

2. Compensation and Payment Terms. Client shall compensate Consultant at a rate of $[Rate] per [hour/project], with invoices to be issued [weekly/monthly/upon milestone]. Payment is due within [15] days of invoice receipt. Additional expenses must be pre-approved in writing.

3. Term and Timeline. This Agreement shall commence on [Start Date] and continue until [End Date] unless earlier terminated in accordance with Section 5. Any extension must be agreed upon in writing.

4. Confidentiality. Consultant agrees not to disclose or use any confidential or proprietary information of the Client except as required to perform the Services. This obligation survives termination of this Agreement.

5. Intellectual Property. All original materials, work product, reports, and deliverables developed by Consultant specifically for the Client during the course of this engagement shall be considered “Work Product” and shall be the sole property of the Client upon full payment. Pre-existing materials shall remain the property of the Consultant.

6. Termination. Either Party may terminate this Agreement for any reason with fourteen (14) days’ prior written notice. In the event of termination, Consultant shall be compensated for Services performed through the date of termination.

7. Independent Contractor. Consultant is acting as an independent contractor and not as an employee, partner, or agent of the Client. Consultant shall have no authority to bind the Client and is solely responsible for all taxes, withholdings, insurance, and statutory obligations.

8. Limitation of Liability. In no event shall either party be liable to the other for any consequential, indirect, or special damages, including lost profits, arising out of this Agreement.

9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].

IN WITNESS WHEREOF, the Parties hereto have executed this Consulting Services Agreement as of the Effective Date.

_____________________________         _____________________________  
[Consultant Name]                          [Client Name]  
Title: ________________________         Title: ________________________  
Date: _________________________        Date: _________________________
      
3 – Statement of Work (SOW)

Used to define deliverables, milestones, roles, and project timeline in detail.

STATEMENT OF WORK (SOW)

This Statement of Work (“SOW”) is entered into on [Effective Date] by and between [Your Name or Company Name] (“Consultant”) and [Client Name] (“Client”), pursuant to the terms and conditions of the Master Services Agreement (or Consulting Agreement) between the Parties.

1. Project Title  
   “[Project Title]”

2. Project Overview  
   Consultant shall provide professional consulting services to Client related to [Brief Description of Purpose], aimed at achieving [Intended Business Outcome or Objective].

3. Scope of Services  
   The services provided by the Consultant shall include, but are not limited to:
   - Initial discovery and requirements gathering
   - Research and strategic advisory
   - Stakeholder interviews and synthesis
   - [Add additional scope items]

4. Deliverables  
   The Consultant will deliver the following outcomes as part of this engagement:
   • Phase 1: [e.g., Market Analysis Report]  
   • Phase 2: [e.g., Strategic Roadmap Presentation]  
   • Phase 3: [e.g., Final Recommendations and Next Steps Memo]

5. Timeline & Milestones  
   The engagement will follow the timeline below:
   • Week 1–2: Discovery & Client Alignment  
   • Week 3–4: Draft Deliverable & Iteration  
   • Week 5: Final Presentation & Debrief

   The estimated project duration is [X weeks], beginning on [Start Date] and concluding on [End Date].

6. Fees & Payment Terms  
   The total fee for this engagement is $[Total Amount], payable in [number] installments as follows:
   - 50% due upon project kickoff  
   - 50% due upon final deliverable submission

   Invoices shall be payable within [15] days of receipt.

7. Project Team & Responsibilities  
   - **Consultant:** [Your Name] will lead the engagement and serve as the primary point of contact.  
   - **Client:** [Client Representative] will provide access to necessary information and stakeholders.

8. Assumptions & Dependencies  
   This SOW assumes:
   - Timely access to relevant data and stakeholders from Client  
   - Weekly check-ins to maintain alignment  
   - Client feedback within 3 business days for all review stages

9. Change Requests  
   Any changes to the scope, timeline, or fees must be mutually agreed upon in writing.

10. Approval  
   By signing below, the Parties agree to the terms outlined in this Statement of Work.

_____________________________         _____________________________  
[Consultant Name]                          [Client Name]  
Title: ________________________         Title: ________________________  
Date: _________________________        Date: _________________________
      
4 – Independent Contractor Agreement

Formalizes your role as a non-employee consultant, clarifies IP and liability terms.

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (“Agreement”) is entered into and made effective as of [Effective Date], by and between [Contractor Name], with a principal place of business at [Contractor Address] (“Contractor”), and [Client Name], with a principal place of business at [Client Address] (“Client”). Contractor and Client are referred to collectively as the “Parties.”

1. Services Provided  
   Contractor agrees to perform the following consulting services for the Client:  
   [Insert detailed description or refer to attached Exhibit A: Scope of Work].

   Contractor shall determine the method, details, and means of performing the services, and shall provide all equipment and materials necessary to complete the work unless otherwise specified.

2. Compensation  
   Client shall pay Contractor $[Rate] per [hour/project], payable on a [weekly/monthly/milestone] basis. All payments shall be made within [15] days of receipt of invoice. Contractor shall submit regular invoices to Client detailing services performed.

3. Term and Termination  
   This Agreement shall commence on [Start Date] and continue until [End Date] unless terminated earlier in accordance with this section. Either party may terminate this Agreement for any reason with [14] days’ prior written notice.

4. Independent Contractor Relationship  
   Contractor is an independent contractor and not an employee, partner, or agent of the Client. Contractor shall have no authority to bind the Client or incur obligations on its behalf.

   Contractor shall be solely responsible for all taxes, withholdings, insurance, and statutory obligations including but not limited to income tax, self-employment tax, workers’ compensation, and disability insurance.

5. Intellectual Property Ownership  
   All original work product created specifically for Client as part of the services provided (“Work Product”) shall be the sole and exclusive property of Client upon full payment.

   Contractor retains ownership of any pre-existing intellectual property, methodologies, or templates, provided such IP is not specifically created for the Client.

6. Confidentiality  
   Contractor agrees to maintain the confidentiality of all non-public information and materials disclosed by Client in the course of this engagement. This obligation shall survive the termination of this Agreement.

7. Indemnification  
   Contractor agrees to indemnify and hold harmless the Client against any claims, damages, or liabilities arising out of the Contractor’s performance of the services.

8. Governing Law  
   This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction/State/Country], without regard to conflict of law principles.

IN WITNESS WHEREOF, the Parties have executed this Independent Contractor Agreement as of the Effective Date.

_____________________________         _____________________________  
[Contractor Name]                          [Client Name]  
Title: ________________________         Title: ________________________  
Date: _________________________        Date: _________________________
      
5 – Master Services Agreement (MSA)

Sets a long-term agreement structure across multiple future SOWs or engagements.

MASTER SERVICES AGREEMENT

This Master Services Agreement (“Agreement”) is entered into and made effective as of [Effective Date], by and between [Consultant Name], with a principal place of business at [Consultant Address] (“Consultant”), and [Client Name], with a principal place of business at [Client Address] (“Client”). Consultant and Client may be referred to individually as a “Party” and collectively as the “Parties.”

1. Purpose and Scope  
   This Agreement establishes the general terms and conditions that will govern any and all consulting services the Consultant provides to the Client, which may be more specifically described in one or more Statements of Work (“SOWs”) executed by the Parties from time to time.

2. Term and Duration  
   This Agreement shall commence on the Effective Date and remain in effect for a period of twelve (12) months, unless earlier terminated in accordance with this Agreement. Any SOWs initiated during the Term shall continue to be governed by this Agreement even if the Term has expired, until those SOWs are completed or terminated.

3. Statements of Work  
   Each SOW shall describe the project, services to be performed, deliverables, timelines, fees, milestones, and any specific terms that differ from this Agreement. Each SOW shall be incorporated by reference and subject to the terms of this Agreement.

4. Compensation and Payment Terms  
   Consultant shall be compensated as specified in each SOW. Unless otherwise stated, Client agrees to pay all invoices submitted by Consultant within fifteen (15) days of receipt. Late payments may be subject to interest at a rate of 1.5% per month.

5. Confidentiality  
   Each Party agrees to maintain the confidentiality of any non-public, proprietary, or sensitive information shared during the course of this Agreement or any SOW. Confidentiality obligations shall survive for two (2) years beyond the termination of this Agreement.

6. Intellectual Property  
   Unless otherwise specified in a SOW, all Work Product created by the Consultant specifically for the Client under this Agreement shall be the exclusive property of the Client upon full payment. Pre-existing intellectual property shall remain with the original owner.

7. Independent Contractor  
   Consultant shall act as an independent contractor and not as an employee, partner, or agent of the Client. Consultant shall be responsible for all taxes and withholdings related to their compensation.

8. Termination  
   Either Party may terminate this Agreement or any SOW with thirty (30) days’ prior written notice. Upon termination, Consultant shall be compensated for all services rendered and approved expenses incurred up to the termination date.

9. Limitation of Liability  
   Neither Party shall be liable for any indirect, incidental, or consequential damages, including lost profits. Consultant’s total liability shall not exceed the fees paid under the relevant SOW.

10. Dispute Resolution  
   In the event of any dispute arising out of or relating to this Agreement or any SOW, the Parties agree to first attempt resolution through good faith negotiations. If unresolved, disputes shall be submitted to binding arbitration in [Jurisdiction], in accordance with the rules of the American Arbitration Association.

11. Governing Law  
   This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].

IN WITNESS WHEREOF, the Parties have executed this Master Services Agreement as of the Effective Date.

_____________________________         _____________________________  
[Consultant Name]                          [Client Name]  
Title: ________________________         Title: ________________________  
Date: _________________________        Date: _________________________
      
6 – Retainer Agreement

Sets up an ongoing monthly support model for advisory, coaching, or fractional work.

RETAINER AGREEMENT

This Retainer Agreement (“Agreement”) is entered into and made effective as of [Effective Date], by and between [Consultant Name], with a business address at [Consultant Address] (“Consultant”), and [Client Name], with a business address at [Client Address] (“Client”). Consultant and Client may be referred to collectively as the “Parties.”

1. Scope of Services  
   Consultant agrees to provide ongoing advisory, strategic planning, coaching, and related consulting services to the Client as needed. Specific tasks, deliverables, or focus areas may be adjusted from month to month upon mutual agreement.

2. Term and Renewal  
   This Agreement shall commence on [Start Date] and shall continue on a month-to-month basis unless terminated in accordance with Section 6. The Parties may mutually agree to renew, pause, or modify the retainer as needed.

3. Retainer Fee and Payment Terms  
   Client shall pay Consultant a flat monthly fee of $[Retainer Amount], due on the 1st of each month. Payment shall be made via [preferred payment method] and is considered non-refundable once the month has commenced.

   Any additional hours or services beyond the monthly scope shall be billed at a rate of $[Hourly Rate] per hour and invoiced separately at the end of the month.

4. Hours Included and Availability  
   The monthly retainer includes up to [X] hours of consulting per month. Consultant will make themselves reasonably available during standard business hours for scheduled sessions, correspondence, and strategic review. Unused hours do not roll over unless agreed in writing.

5. Confidentiality  
   Consultant agrees to maintain the confidentiality of all non-public, proprietary, or sensitive information disclosed by the Client during the engagement. This obligation shall survive the termination of the Agreement for a period of two (2) years.

6. Termination  
   Either Party may terminate this Agreement at any time with thirty (30) days’ written notice. Upon termination, the Consultant shall provide a summary of services rendered to date and issue a final invoice for any outstanding overage charges.

7. Independent Contractor Relationship  
   Consultant is an independent contractor and shall not be considered an employee or agent of the Client. Consultant is responsible for all taxes and regulatory compliance related to compensation received.

8. Intellectual Property  
   All work product, reports, frameworks, or outputs created specifically for the Client shall become the property of the Client upon full payment. Consultant retains ownership of pre-existing materials, templates, or proprietary methodologies used in the course of services.

9. Governing Law  
   This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to conflict of law principles.

IN WITNESS WHEREOF, the Parties have executed this Retainer Agreement as of the Effective Date.

_____________________________         _____________________________  
[Consultant Name]                          [Client Name]  
Title: ________________________         Title: ________________________  
Date: _________________________        Date: _________________________
      

Smart Contract Builder

Choose a contract type, enter essential details, and customize your agreement. You can edit the content below and copy the full text for use.

Before You Draft Your Contract...

Every agreement starts with clarity. The sections below contain 10 critical questions and 10 reminders for each major contract type to ensure you're covering the right terms and avoiding costly gaps. Use them as a checklist or conversation guide before customizing your document.

1 – Non-Disclosure Agreement (NDA)

🔍 10 Questions to Ask or Clarify

  • What information is considered confidential?
  • How long should the NDA remain in effect?
  • Are there any exclusions from confidentiality?
  • Who are the parties bound by the NDA?
  • What is the purpose of sharing confidential information?
  • Is mutual disclosure expected?
  • Are there restrictions on how information is used?
  • What happens upon breach of confidentiality?
  • How is confidential information returned or destroyed?
  • Which jurisdiction governs the NDA?

✅ 10 Reminders for a Solid Contract

  • Define 'confidential information' clearly.
  • Set a realistic confidentiality term (e.g. 2 years).
  • Include both parties’ obligations.
  • Clarify handling of third-party info.
  • Don’t forget termination clauses.
  • State enforcement and remedies clearly.
  • Include return/destruction clause.
  • Mention how disputes will be resolved.
  • Avoid overly broad definitions.
  • Review with legal if working across borders.
2 – Consulting Services Agreement

🔍 10 Questions to Ask or Clarify

  • What services are being delivered?
  • What are the start and end dates?
  • How is the consultant being paid?
  • Are there expense reimbursements?
  • Who owns the deliverables?
  • How is termination handled?
  • Is confidentiality included?
  • How will disputes be resolved?
  • Is it clear the consultant is not an employee?
  • What is the legal jurisdiction?

✅ 10 Reminders for a Solid Contract

  • Be specific about deliverables.
  • Clarify payment schedule and amounts.
  • Include IP ownership clauses.
  • Avoid vague scope of work.
  • State if subcontracting is allowed.
  • Define review and approval process.
  • Document changes with SOW addenda.
  • Include liability limits.
  • Confirm tax and compliance status.
  • Ensure the agreement is signed.
3 – Statement of Work (SOW)

🔍 10 Questions to Ask or Clarify

  • What is the project title and objective?
  • What are the phases or stages?
  • What are the specific deliverables?
  • What are the deadlines for each phase?
  • Who is responsible for what?
  • What is the communication protocol?
  • Are there key milestones?
  • What are payment terms?
  • What assumptions are made?
  • What dependencies exist?

✅ 10 Reminders for a Solid Contract

  • Match with Master Services Agreement (MSA).
  • Be crystal clear about scope.
  • Add a timeline or Gantt chart if needed.
  • Include acceptance criteria.
  • Define revision or feedback process.
  • Use bullet points for deliverables.
  • Identify client responsibilities.
  • Avoid jargon and vague language.
  • State how changes are approved.
  • Version and date every SOW.
4 – Independent Contractor Agreement

🔍 10 Questions to Ask or Clarify

  • What services is the contractor providing?
  • What is the pay rate and schedule?
  • What expenses will be reimbursed?
  • What is the term of the agreement?
  • Is the contractor providing their own tools?
  • Is the contractor allowed to subcontract?
  • What happens if either party terminates?
  • Who owns any created IP?
  • Is the contractor responsible for their own taxes?
  • What legal jurisdiction applies?

✅ 10 Reminders for a Solid Contract

  • Avoid language that implies employment.
  • Be clear about payment responsibility.
  • Add indemnity and liability language.
  • Include confidentiality section.
  • Define IP and ownership terms clearly.
  • Specify who provides equipment/tools.
  • Avoid exclusivity unless required.
  • Use professional titles and signatures.
  • Confirm tax obligations are met.
  • Include insurance requirements if needed.
5 – Master Services Agreement (MSA)

🔍 10 Questions to Ask or Clarify

  • What’s the overall purpose of the agreement?
  • How will SOWs be added or removed?
  • What is the duration of the agreement?
  • What are the standard payment terms?
  • Who owns the IP from projects?
  • What are the general liability terms?
  • What are confidentiality obligations?
  • How are conflicts resolved?
  • Is there a non-solicitation clause?
  • Can either party terminate early?

✅ 10 Reminders for a Solid Contract

  • Keep this agreement general and reusable.
  • Link SOWs as exhibits or appendices.
  • Include dispute resolution clause.
  • Make termination conditions clear.
  • Add audit or reporting rights if needed.
  • Ensure mutual confidentiality language.
  • State general IP rules across engagements.
  • Review default laws per state/country.
  • Include ‘Entire Agreement’ clause.
  • Version and date the agreement clearly.
6 – Retainer Agreement

🔍 10 Questions to Ask or Clarify

  • What services are covered monthly?
  • What’s the monthly retainer fee?
  • How many hours are included?
  • What is the hourly rate beyond retainer?
  • When is payment due?
  • Can unused hours roll over?
  • What is the availability expectation?
  • How can either party terminate?
  • What work product is owned by the client?
  • Is there a monthly check-in protocol?

✅ 10 Reminders for a Solid Contract

  • Be clear on scope vs. overages.
  • Specify rollover policy if any.
  • Include availability windows.
  • Add confidentiality language.
  • State payment method (e.g. Stripe, ACH).
  • Make it easy to pause or cancel.
  • Track hours for transparency.
  • Confirm client obligations.
  • Set clear retainer renewal terms.
  • Revisit scope every quarter.

📄 LegalCounsel – Agreement Review & Draft Generator

Use LegalCounsel to review or draft your consulting agreements. This tool provides editable clauses and expert guidance across 7 key legal areas including Scope, IP, Confidentiality, Payment Terms, and Dispute Resolution.

Need legal support you can trust?

Connect with VelorStrategy’s verified legal collaborators or explore peer-reviewed recommendations from our community.

Contact us at advisory@velorstrategy.com for personalized legal referral support.

Back to Your Workspace

Return to your main collaboration space to access deliverables, expert tools, and shared resources.

Go to Workspace