Consulting Agreement Template for Indian Freelancers (2026)

Consulting engagements look simple ("just a few hours of advice!") until you spend 20 hours on Slack answering "quick questions" for a one-hour paid call.

A consulting agreement prevents scope creep, protects your time, and clarifies what the client actually gets.

Key clauses for consultants

1. Scope of consulting services

Define exactly what you will deliver:

• Strategic review of X
• 3 workshops
• Written recommendations report
• 4 weekly 1-hour calls
• Email support for 30 days

Be explicit about what is NOT included (execution/implementation, hiring, managing their team, ongoing work beyond stated hours).

2. Fee structure

Three common models:

Day rate (e.g. ₹25,000/day) — for specific workshops, audits, sprint engagements. Clear what constitutes a "day" (8 working hours, in-person/remote).

Hourly (e.g. ₹4,000/hour) — for advisory work, short engagements. Invoice in 15-minute increments. Track time.

Monthly retainer (e.g. ₹80,000/month) — for ongoing advisory. Define maximum hours (e.g. 8 hours/month) and response time (e.g. within 48 hours).

3. Expenses

Travel, accommodation, third-party reports, software required for the engagement billed at cost with prior approval.

4. Intellectual property

For consulting:

• You retain ownership of your pre-existing methodologies, frameworks, templates, tools
• Client owns the final report/recommendations specifically created for them
• You may reuse generic frameworks, learnings, and anonymized insights for other clients (specify this)

5. Confidentiality

Mutual NDA for 2-3 years covering client's business information and your proprietary methods.

6. Non-solicitation

Client may not hire your staff/contractors away for 6-12 months. Keep this narrow and time-bound. Non-solicitation beyond a year is hard to enforce.

7. No employment relationship

Explicitly state you are an independent contractor, not an employee. Client will not provide benefits, deduct TDS (they will deduct 10% TDS under 194J — that's normal), or provide EPF.

8. Limitation of liability

Cap liability at total fees paid under the engagement. Consulting advice is "best efforts" — you are not guaranteeing outcomes, which depend on client execution.

9. Termination

• Either party can terminate with 15-30 days written notice
• Fees earned up to termination are due within 7 days
• On termination, deliverables completed to date are handed over; work-in-progress may be delivered pro-rata

10. Non-exclusivity

You may consult for other clients, including competitors, provided confidential information is protected.

→ Generate a consulting agreement