Consulting Agreement template

Parties

This consulting agreement is made on [Date] between [Your company], [Company number], of [Your address], called the Consultant, and [Client company], [Company number], of [Client address], called the Client.

1. The engagement

1.1 What we are being asked to do. Review how the three bakeries the Client operates are run, covering labour rostering, production scheduling, waste and yield, and report on where margin is being lost.

1.2 Who will do it. [Your name] leads the engagement and is on site for all six site days. [Consultant name] carries out the data analysis. Neither is replaced without written agreement from the Client.

1.3 This is not employment. The Consultant is an independent business. Nothing here creates employment, partnership or agency, and neither consultant is entitled to leave or any other employee benefit.

1.4 Not exclusive. The Consultant may take other work during this engagement, subject to clause 6, and the Client may engage anyone else it wishes on the same subject.

2. Deliverables

2.1 How the work runs. The engagement runs to the sequence below. Dates move only by written agreement, and a delay caused by access or data being late moves every later date by the same number of business days.

3. Fees and expenses

3.1 Day rate. Work is charged at $2,400 a day plus tax for either consultant, in half day units. A day means seven hours of work, whether on site, in interviews or in analysis.

3.2 Estimate and cap. The engagement is estimated at 22 days, or $52,800 plus tax. The Consultant will not exceed 24 days without written approval from the Client, and will tell the Client as soon as it becomes likely that 20 days will be passed.

3.3 Expenses. Travel between the three sites is included in the day rate. Anything else, such as an external data extract fee, is charged at cost with a receipt and only when agreed in advance in writing.

3.4 Invoicing. The Consultant invoices at the end of each month for days worked in that month, listing the dates and what was done on each. Payment is due 14 days from invoice.

4. What the Client provides

5. Advice, and its limits

5.1 Based on what we are given. Findings rest on the information the Client supplies and on what is observed during the site days. The Consultant does not audit or independently verify that information, and says so in each deliverable.

5.2 No guaranteed result. Recommendations are advice. Whether margin improves depends on decisions the Client makes and on trading conditions, so no financial outcome is promised or warranted.

5.3 Who may rely on it. Deliverables are prepared for the board of the Client and may not be given to a lender, a purchaser or any other third party as a basis for a decision, without written consent from the Consultant.

5.4 Liability. The total liability of the Consultant under this agreement is capped at the fees actually paid under it. The cap does not apply to fraud or to anything that cannot be limited by law.

6. Conflicts of interest

6.1 Declaring one. The Consultant declares any actual or possible conflict within five business days of becoming aware of it, in writing, and stops work on the affected part until the Client responds.

6.2 Other bakery clients. The Consultant will not advise another retail bakery trading within five kilometres of any of the three sites, during this engagement and for twelve months after it ends. Work with bakeries outside that radius continues, with separate teams and separate files.

7. Confidentiality and the reports

7.1 Client information. Trading figures, recipes, supplier terms and staff information are confidential, used only for this engagement, and not disclosed to anyone outside the two named consultants. The obligation lasts three years past the end of the engagement.

7.2 Who owns the deliverables. Copyright in each deliverable passes to the Client on payment of the invoice covering it. The Consultant keeps its own working papers, models and methods, and may reuse them on other engagements.

7.3 Talking about the work. The Consultant may say it has advised the Client only with written consent. An anonymised description of the work may be used from twelve months after the engagement ends, unless the Client objects in writing beforehand.

8. Ending the engagement

8.1 Notice. Either party may end this engagement on fourteen days written notice. The Client pays for days worked and for site days already committed within that notice period.

8.2 Pausing. If the Client pauses the engagement for more than 30 days, the Consultant may requote the remaining days at the rates current when work resumes.

8.3 On the way out. The Consultant hands over any deliverable already paid for, in its current state, and returns or destroys Client data within 30 days of being asked.

9. General

9.1 No authority to bind. The Consultant cannot sign anything, hire or dismiss anyone, or commit the Client to a supplier. Recommendations are carried out by the Client through its own people.

9.2 Notices and variation. Notices are given by email to the two signatories below. This agreement may be varied only in writing signed by both parties, which includes an exchange of emails that both confirm.

9.3 Governing law. The laws of [Jurisdiction] apply, and both parties submit to the courts of that jurisdiction.

9.4 Insurance. The Consultant holds professional indemnity cover of $2,000,000 for each claim and public liability cover of $10,000,000, and provides a certificate of currency on request and at each renewal during the engagement.

9.5 Entire agreement. This agreement and its schedule are the whole agreement between the parties on this engagement, and replace the proposal dated [Date] and everything discussed before signing.

What this engagement does not include. Implementing the recommendations, running the roster, negotiating with suppliers, or hiring and dismissing staff. Each of those is a separate piece of work with its own scope and its own quote, and none of them is inside the 22 days.

Schedule 1, how the 22 days are estimated

The estimate is a shape, not a quota. If a line comes in under, the Client is not charged for it. If a line is heading over, the Consultant raises it before the day is worked rather than after.

Signed by the people below, each of whom has authority to bind the party they sign for. Return one scanned copy to [Email] and keep the other.