Sample Consulting Agreement
For an explanation of this agreement see Information File C5-83, Overview of Consulting Agreements.
This Consulting Agreement, dated effective _____________, 201___ (this “Agreement”), is made and
entered into by and among ___________________ [name of the company] (the “Company”) and [name of
consultant] (the “Consultant”).
SCOPE OF WORK
1.1 Services. The Company has engaged Consultant to provide services in connection with the Com-
pany’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
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 ﬂ at monthly fee regardless of hours, but the Company should be cautious of this approach.]
1.3 Conﬁ dentiality. In order for Consultant to perform the consulting services, it may be necessary for
the Company to provide Consultant with Conﬁ dential Information (as deﬁ ned below) regarding the Compa-
ny’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, govern-
mental 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 ofﬁ cer 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 con-
ﬁ dentiality of the Company’s Conﬁ dential Information (as deﬁ ned in Article 5) and the Company’s absolute
and complete ownership of all right, title, and interest in the work performed under this Agreement.
Joe R. Thompson, 612-367-8736
Barnes & Thornburg, LLP
225 S 6
Street, Suite 2800, Minneapolis, MN 55402