[{"data":1,"prerenderedAt":514},["ShallowReactive",2],{"document-time-and-materials-consulting-agreement-D175":3},{"document":4,"label":20,"preview":11,"thumb":21,"thumb600":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":35,"customDescModule":173,"customdescription":6,"mdFm":174,"mdProseHtml":513},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":19},"TIME AND MATERIALS CONSULTING AGREEMENT This Time and Materials Consulting Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] [SERVICE PROVIDER] (the \"Service Provider\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] TERMS AND CONDITIONS Definitions As used in this Agreement: \"Customer\" means the customer described on the cover sheet. \"Data\" means representations of information or of concepts that are being prepared or have been prepared in a form suitable for use in a computer system; \"Deliverable\" means those Services to be provided to Customer by Company and those Products to be delivered to Customer by Company under this Agreement. \"Company\" means [SPECIFY]. \"Product\" the Functional Requirements Study for Customer's proposed [COMPANY NAME] solution as described in Schedule [SPECIFY] hereto, including the documents and the business model for Customer's proposed solution and all other materials and other items produced hereunder or necessary to complete the same. \"Project\" means the consulting Services that are to be performed by Company on behalf of Customer as described in Exhibit [SPECIFY] hereto. \"Customer Rates\" means the rates for Services as described in Exhibit [SPECIFY] hereto. \"Effective Date\" means the date this Agreement is duly executed by both parties. \"Services\" means the development and other services to be provided by Company to Customer hereunder. \"Software\" means Data representing instructions or statements that, when executed in a computer system, causes the computer system to perform a function such as logic, control, arithmetic, deletion, storage and retrieval and communication or telecommunication to, from or within a computer system. ENGAGEMENT Subject to the terms and conditions contained herein, Customer has engaged Company to undertake to complete the Project. COMPENSATION Customer Rates. Customer shall pay Company the Customer Rate for each hour worked by employees or agents of Company in connection with the Project. The Customer Rates shall remain valid and in effect for the duration of this Agreement. However, the total professional fees required to complete and deliver the Deliverables to Customer shall not, in any circumstances, exceed [AMOUNT] [COUNTRY] unless otherwise agreed in writing by Customer. Expenses. Customer shall reimburse Company for reasonable out-of-pocket expenses incurred by [COMPANY NAME] in connection with the performance of the Project at cost plus [PERCENTAGE %]. Such out-of-pocket expenses shall be for work performed in connection with the Project at Customer premises. Out-of-pocket expenses shall not exceed [AMOUNT] [COUNTRY] room and board expenses per Consultant, per room night and [AMOUNT] [COUNTRY] per return flight, without prior consent of Customer. Total expenses for the duration of this Agreement are not to exceed [AMOUNT] [COUNTRY], without prior written consent of Customer. FACILITIES Customer shall provide suitable office accommodations, including use of a telephone, for employees or agents of [COMPANY NAME] engaged in the execution of work at Customer's premises. STAFFING Company warrants that it has the appropriate abilities and skills to complete the Project and that its professional abilities conform to generally accepted industry standards. Company will use reasonable endeavours to ensure that the Project is scheduled and completed in accordance with the agreed Statement of Work attached hereto. Company will use reasonable efforts to maintain staff continuity throughout the Project. Company may not replace any employee assigned to the Project without prior notice to the Customer. The new employee shall be competent and have the appropriate skills and abilities to complete the Project in accordance with the agreed Statement of Work. APPROVAL OF WORK Company and Customer shall agree in writing upon a schedule for the completion of the Project. From the date of signature of this Agreement Company shall, every [NUMBER] weeks, send Customer a detailed statement summarizing the work performed to date in connection with the Project and the work remaining to complete the Project. Customer reserves the right to refuse any work not in accordance with the agreed Statement of Work and Company will make the necessary corrections at their own expense and Customer may withhold payment on the invoice. Company' sole obligation for the warranty set out herein will be to correct any non-conformance in the Deliverables. Company shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or arising from their late arrival or non-arrival or any other fault of the Customer. PAYMENTS Company shall invoice Customer monthly in arrears for all work performed in connection with the Project. Company shall invoice Customer monthly in arrears for all out-of-pocket expenses incurred in connection with the Project. Proof of expenses for the particular expense shall accompany all invoices for out-of-pocket expenses. Subject to Customer's approval of the work accomplished and the invoice, pursuant to Sections 6 and 7(b) hereof, payment from Customer shall be due within [NUMBER] days of date of invoice. Such Customer approval not to be unreasonably withheld. Customer shall pay interest charges of [PERCENTAGE %] percent per year, i.e. [PERCENTAGE %] percent per month or part thereof for all late payments. CONFIDENTIAL INFORMATION Company and Customer shall be bound by the terms and conditions of the Non Disclosure agreement concluded between them and dated [EFFECTIVE DATE] (the \"NDA\"). TERM This Agreement shall continue until the completion of the Project within the scheduled delay, unless sooner terminated as provided herein. TERMINATION Customer may, at its sole discretion terminate this Agreement upon giving [NUMBER] days notice to Company. Company may terminate this Agreement on [NUMBER] days notice if Customer fails to pay any past-due invoices, unless payment is genuinely withheld pursuant to Section [NUMBER] hereof. Upon such notice being given, Company shall cease to provide Services regarding the Project and prepare a final invoice and detailed statement regarding the work performed. If this Agreement is terminated, Customer shall pay Company all sums payable for work performed and expenses incurred prior to termination. Upon termination of this Agreement, Company shall return to Customer all information regarding Customer obtained or developed and paid in full, in the course of this Agreement, with all working documents, materials, Software designs, system and program flow-charts, file layouts, source and object code listings, computer programs, work completed, work in progress and data, regardless of storage media, related to the Project. NO JOINT VENTURE In making and performing this Agreement, Company and Customer act and shall act at all times as independent contractors and nothing contained in this Agreement shall be construed or implied to create an agency, partnership or employer and employee relationship between Company and Customer. NON-HIRING OF EMPLOYEES Neither party shall hire or otherwise engage the employees or agents of the other party directly connected to the Project during the term of this Agreement and for [NUMBER] months thereafter. SURVIVAL Paragraphs [SPECIFY NUMBERS], shall survive termination of this Agreement. 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Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[94],{"label":17,"url":95},"consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":99,"descriptionCustom":6,"label":100,"pages":87,"size":101,"extension":10,"preview":102,"thumb":103,"svgFrame":104,"seoMetadata":105,"parents":107,"keywords":106,"url":111},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement",513,"https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":106,"description":6},"service agreement",[108,110],{"label":30,"url":109},"business-legal-agreements",{"label":30,"url":109},"/template/service-agreement-D12711",{"description":113,"descriptionCustom":6,"label":114,"pages":115,"size":116,"extension":10,"preview":117,"thumb":118,"svgFrame":119,"seoMetadata":120,"parents":121,"keywords":126,"url":127},"CUSTOM SOFTWARE DEVELOPMENT AGREEMENT This Custom Software Development Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CUSTOMER NAME] (the \"Customer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Developer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS WHEREAS Customer wishes to [DESCRIBE NEEDS TO BE ADDRESSED], and wants to hire Developer to develop these custom software packages, and; WHEREAS Developer desires to develop these custom software packages for Customer: NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows: Purpose of Agreement Customer desires to retain Developer as an independent contractor to develop the computer software (the \"Software\") described in the Functional Specifications contained in Exhibit A attached to and made part of this Agreement. Developer is ready, willing and able to undertake the development of the Software and agrees to do so under the terms and conditions set forth in this Agreement. Preparation of Development Plan Developer shall prepare a development plan (\"Development Plan\") for the Software, satisfying the requirements set forth in the Functional Specifications. The Development Plan shall include: Detailed Specifications for the Software; A listing of all items to be delivered to Customer under this Agreement (\"Deliverables\"); A delivery schedule containing a delivery date for each Deliverable; and A payment schedule setting forth the amount and time of Developer's compensation. ACCEPTANCE OF DEVELOPMENT PLAN Developer shall deliver the Development Plan to Customer by [DEVELOPMENT PLAN DEADLINE]. Customer shall have [NUMBER] days to review the Development Plan. Upon approval of the Development Plan by Customer, it will be marked as Exhibit B and will be deemed by both parties to have become a part of this Agreement and will be incorporated by reference. Developer shall then commence development of Software that will substantially conform to the requirements set forth in the Development Plan. If the Development Plan is in Customer's reasonable judgment unsatisfactory in any material respect, Customer shall prepare a detailed written description of the objections. Customer shall deliver such objections to Developer within [NUMBER] days of receipt of the Development Plan. Developer shall then have [NUMBER] days to modify the Development Plan to respond to Customer's objections. Customer shall have [NUMBER] days to review the modified Development Plan. If Customer deems the modified Development Plan to be unacceptable, Customer has the option of terminating this Agreement upon written notice to Developer or permitting Developer to modify the Development Plan again under the procedure outlined in this paragraph. If this Agreement is terminated, the obligations of both parties under it shall end except for Customer's obligation to pay Developer all sums due for preparing the Development Plan and the ongoing obligations of confidentiality set forth in the provision of this Agreement entitled \"Confidentiality.\" Payment for Development Plan If the Development Plan is not accepted by Customer and Customer terminates this Agreement, Developer shall be entitled to compensation on a time and materials basis at an hourly rate of [HOURLY RATE] plus expenses to the date of termination. Developer shall submit an invoice detailing its time and expenses preparing the Development Plan. If the invoice amount is less than the amounts paid to Developer prior to termination, Developer shall promptly return the excess to Customer. If the invoice amount exceeds the amounts paid to Developer prior to termination, Customer shall promptly pay Developer the difference. However, Developer's total compensation for preparing the Development Plan shall not exceed [AMOUNT]. Payment [TIME AND MATERIALS AGREEMENT] Developer shall be compensated at the rate of [RATE] per hour [OR \"day,\" \"week,\" \"month\"]. Payment will be made within [NUMBER OF DAYS] days of Developer's submission of an invoice for work completed. [OPTIONAL: \"Unless otherwise agreed upon in writing by Customer, Customer's maximum liability for all services performed during the term of this Agreement shall not exceed [MAXIMUM AMOUNT].\"] OR [FIXED PRICE AGREEMENT] The total contract price shall be set forth in the Development Plan. Customer shall pay the Developer the sum of [INITIAL AMOUNT] upon execution of this Agreement and the sum of [AMOUNT IF PLAN APPROVED] upon Customer's approval of the Development Plan. The remainder of the contract price shall be payable in installments according to the payment schedule to be included in the Development Plan. Each installment shall be payable upon completion of each project phase by Developer and acceptance by Customer in accordance with the provision of this Agreement entitled \"Acceptance Testing of Software.\" Payment of Developer's Costs Customer shall reimburse Developer for all out-of-pocket expenses incurred by Developer in performing services under this Agreement. Such expenses include, but are not limited, to: All communications charges Costs for providing conversion services for converting Customer's database Media costs Travel expenses other than normal commuting, including airfares, rental vehicles, and highway mileage in company or personal vehicles at [cents per mile] Other expenses resulting from the work performed under this Agreement. Developer shall submit an itemized statement of Developer's expenses. Customer shall pay Developer within [NUMBER] days from the date of each statement. Late Fees Late payments by Customer shall be subject to late penalty fees of [%] per month from the due date until the amount is paid. Materials Customer shall make available to Developer, at Customer's expense, the following materials, facilities and equipment: [LIST] These items will be provided to Customer by [DATE]. Changes in Project Scope If at any time following acceptance of the Development Plan by Customer, Customer should desire a change in Developer's performance under this Agreement that will alter or amend the Specifications or other elements of the Development Plan, Customer shall submit to Developer a written proposal specifying the desired changes. Developer will evaluate each such proposal at its standard rates and charges. Developer shall submit to Customer a written response to each such proposal within [NUMBER] working days following receipt thereof. Developer's written response shall include a statement of the availability of Developer's personnel and resources, as well as any impact the proposed changes will have on the contract price, delivery dates or warranty provisions of this Agreement. Changes to the Development Plan shall be evidenced by a \"Development Plan Modification Agreement.\" The Development Plan Modification Agreement shall amend the Development Plan appropriately to incorporate the desired changes and acknowledge any effect of such changes on the provisions of this Agreement. The Development Plan Modification Agreement shall be signed by authorized representatives of Customer and Developer, whereupon Developer shall commence performance in accordance with it. Should Developer not approve the Development Plan Modification Agreement as written, Developer will so notify Customer within [NUMBER] working days of Developer's receipt of the Development Plan Modification Agreement. Developer shall not be obligated to perform any services beyond those called for in the Development Plan prior to its approval of the Development Plan Modification Agreement.","Custom Software Development Agreement","16",116,"https://templates.business-in-a-box.com/imgs/1000px/custom-software-development-agreement-D787.png","https://templates.business-in-a-box.com/imgs/250px/787.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#787.xml",{"title":6,"description":6},[122,125],{"label":123,"url":124},"Software & Technology","software-technology-business",{"label":123,"url":124},"custom software development agreement","/template/custom-software-development-agreement-D787",{"description":129,"descriptionCustom":6,"label":130,"pages":131,"size":101,"extension":10,"preview":132,"thumb":133,"svgFrame":134,"seoMetadata":135,"parents":137,"keywords":136,"url":139},"SUBCONTRACT AGREEMENT This Subcontract Agreement (the \"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SUBCONTRACTOR NAME] (the \"Subcontractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS Contractor has entered into, or will hereafter enter into, a general construction contract, henceforth \"The Prime Contract\" with [General Contractor], to perform in accordance with various contract documents and specifications certain work prepared by [architect], henceforth \"Architect\", and/or to furnish labor, materials, supplies, labor and/or goods required to construct the following named and described construction project: [Describe], henceforth \"The Project\", located in [address], and WHEREAS Contractor desires to retain Subcontractor to perform certain contract work in accordance with various contract documents and specifications and/or to furnish labor, materials, supplies, labor and/or goods for The Project; NOW THEREFORE Contractor and Subcontractor agree as follows: SUBCONTRACT WORK Subcontractor shall be employed as an independent contractor and shall provide and furnish all labor, materials, tools, supplies, equipment, services, facilities, supervision, and administration necessary for the proper and complete performance and acceptance of the following portions of the work, hereinafter \"the Subcontract Work\", for the Project, together with such other portions of the drawings, specifications and addendum as related thereto: SEE EXHIBIT A: Scope, Conditions, And List of Attachments SUBCONTRACTOR PRICE In consideration of Subcontractor's performance of this Subcontract, and at the times and subject to the terms and conditions hereinafter set forth, Contractor shall pay to Subcontractor the total sum of [AMOUNT], hereinafter \"subcontract price.\" Said subcontract price is dependent upon the conditions set forth in Exhibit A being met. Should said conditions not be met, the subcontract amount shall be modified accordingly. SPECIAL CONDITIONS The Special Conditions to Subcontract are incorporated in this Subcontract as though fully set forth herein. Subcontractor hereby acknowledges receipt of the Special Conditions. COMMUNICATION AND NOTICE","Subcontract Agreement","4","https://templates.business-in-a-box.com/imgs/1000px/subcontract-agreement-D172.png","https://templates.business-in-a-box.com/imgs/250px/172.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#172.xml",{"title":136,"description":6},"subcontract agreement",[138],{"label":17,"url":95},"/template/subcontract-agreement-D172",{"description":141,"descriptionCustom":6,"label":142,"pages":143,"size":101,"extension":10,"preview":144,"thumb":145,"svgFrame":146,"seoMetadata":147,"parents":149,"keywords":148,"url":154},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":148,"description":6},"non disclosure agreement nda",[150,151],{"label":30,"url":109},{"label":152,"url":153},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":156,"descriptionCustom":6,"label":157,"pages":158,"size":159,"extension":10,"preview":160,"thumb":161,"svgFrame":162,"seoMetadata":163,"parents":164,"keywords":171,"url":172},"Invoice Company: Complete Address: ______________________________________________________ Phone:_________________ Fax: ________________ Email: _____________________ INVOICE #: _____________ DATE: ________________ Bill to: Address: _______________________________________ City: __________________________________________ State/Province: ___________ Zip/postal code__________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Ship To:","Commercial Sales Invoice","1",42,"https://templates.business-in-a-box.com/imgs/1000px/sales-invoice-D383.png","https://templates.business-in-a-box.com/imgs/250px/383.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#383.xml",{"title":6,"description":6},[165,168],{"label":166,"url":167},"Finance & Accounting","finance-accounting",{"label":169,"url":170},"Invoices & Receipts","invoice-receipt","sales invoice","/template/sales-invoice-D383",false,{"seo":175,"reviewer":187,"quick_facts":191,"at_a_glance":194,"personas":198,"variants":223,"glossary":251,"clauses":282,"how_to_fill":333,"common_mistakes":374,"faqs":399,"industries":430,"comparisons":447,"diy_vs_lawyer":459,"jurisdictions":472,"related_template_ids_curated":493,"schema":500,"classification":501},{"meta_title":176,"meta_description":177,"primary_keyword":178,"secondary_keywords":179},"Time and Materials Consulting Agreement Template (Free Word)","Free time and materials consulting agreement template. Covers hourly rates, material costs, invoicing, scope changes, and IP ownership. Used in 190+ countries. Free Word and PDF download.","time and materials consulting agreement",[180,181,182,183,184,185,186],"time and materials contract template","time and materials agreement template word","t&m consulting contract","consulting agreement template free","hourly consulting contract template","time and materials contract free download","consulting services agreement template",{"name":188,"credential":189,"reviewed_date":190},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":192,"legal_review_recommended":193,"signature_required":193},"medium",true,{"what_it_is":195,"when_you_need_it":196,"whats_inside":197},"A Time and Materials Consulting Agreement is a legally binding contract between a consultant (or consulting firm) and a client that sets the billing structure for engagements where the full scope of work cannot be defined in advance. Instead of a fixed fee, the client pays for actual hours worked at agreed hourly rates plus the direct cost of materials, travel, and third-party expenses. This free Word download gives you a fully editable, professional template you can tailor and export as PDF in under 30 minutes.\n","Use it whenever you are engaging a consultant for work where the deliverables, timeline, or resource requirements are not yet fully known — such as IT implementations, engineering projects, management consulting engagements, or ongoing advisory relationships where scope evolves over time.\n","The template covers parties and engagement details, services description and statement of work, hourly rate schedule and materials markup, invoicing cadence and payment terms, a not-to-exceed budget cap, change-order procedure, confidentiality, IP assignment, limitation of liability, termination rights, and governing law.\n",[199,203,207,211,215,219],{"title":200,"use_case":201,"icon_asset_id":202},"Independent consultants","Billing clients for variable-scope advisory or technical engagements","persona-freelancer",{"title":204,"use_case":205,"icon_asset_id":206},"IT and software consulting firms","Contracting for system implementations where hours and resources are unpredictable","persona-it-consultant",{"title":208,"use_case":209,"icon_asset_id":210},"Engineering and construction consultants","Managing project phases billed on actual labor and materials consumed","persona-contractor",{"title":212,"use_case":213,"icon_asset_id":214},"Management consulting practices","Formalizing ongoing advisory retainers with variable weekly hour commitments","persona-agency",{"title":216,"use_case":217,"icon_asset_id":218},"Small business owners hiring consultants","Protecting against open-ended billing by setting a not-to-exceed cap","persona-small-business-owner",{"title":220,"use_case":221,"icon_asset_id":222},"Procurement and legal teams","Standardizing vendor onboarding contracts across variable-scope service providers","persona-operations-director",[224,228,232,235,239,243,247],{"situation":225,"recommended_template":226,"slug":227},"Consultant delivering a clearly defined project with a fixed price","Fixed-Price Consulting Agreement","consulting-agreement---long-D12543",{"situation":229,"recommended_template":230,"slug":231},"Ongoing advisory relationship billed as a monthly flat fee","Consulting Retainer Agreement","retainer-consulting-agreement-D13388",{"situation":233,"recommended_template":86,"slug":234},"Engaging an independent contractor rather than a consulting firm","independent-contractor-agreement-D160",{"situation":236,"recommended_template":237,"slug":238},"IT development project with variable sprint-based hours","Software Development Agreement","custom-software-development-agreement-D787",{"situation":240,"recommended_template":241,"slug":242},"Short engagement requiring only confidentiality and basic terms","General Service Agreement","service-agreement-D12711",{"situation":244,"recommended_template":245,"slug":246},"Subcontracting T&M work to a second-tier vendor","Subcontractor Agreement","subcontract-agreement-D172",{"situation":248,"recommended_template":249,"slug":250},"Government or public sector T&M procurement contract","Government Services Contract","contract-for-logistics-services-D868",[252,255,258,261,264,267,270,273,276,279],{"term":253,"definition":254},"Time and Materials (T&M)","A contract structure where the client pays for actual hours worked at pre-agreed rates plus the direct cost of materials, travel, and approved expenses — with no fixed project price.",{"term":256,"definition":257},"Not-to-Exceed (NTE) Cap","A contractual ceiling on total billable hours or total contract value that the consultant may not exceed without the client's prior written approval.",{"term":259,"definition":260},"Statement of Work (SOW)","An exhibit or schedule attached to the agreement that describes the specific services, deliverables, timeline, and any technical requirements for a defined engagement.",{"term":262,"definition":263},"Change Order","A written amendment to the statement of work that documents a mutually agreed change in scope, schedule, or rate schedule, and authorizes any resulting increase in billable time or materials.",{"term":265,"definition":266},"Materials Markup","A percentage added to the cost of third-party materials, equipment, or subcontractor invoices to cover the consultant's handling and procurement overhead.",{"term":268,"definition":269},"Milestone Billing","An invoicing structure tied to the completion of defined project phases rather than to calendar intervals, sometimes used alongside T&M tracking to improve cash-flow predictability.",{"term":271,"definition":272},"Work for Hire","A doctrine under copyright law by which work created by a contractor within the scope of a contract is deemed owned by the client from creation, provided the agreement explicitly states this.",{"term":274,"definition":275},"Limitation of Liability","A clause capping the consultant's financial exposure for claims arising from the engagement — typically limited to the total fees paid under the agreement or a fixed dollar amount.",{"term":277,"definition":278},"Independent Contractor Status","A classification confirming that the consultant operates as a self-employed entity, not an employee, and is responsible for their own taxes, insurance, and benefits.",{"term":280,"definition":281},"Audit Right","A contractual right allowing the client to inspect the consultant's time records, expense receipts, and materials invoices to verify that billed amounts are accurate.",[283,288,293,298,303,308,313,318,323,328],{"name":284,"plain_english":285,"sample_language":286,"common_mistake":287},"Parties and engagement recitals","Identifies the client and consultant as legal entities, states the nature of the consulting relationship, and establishes the effective date of the agreement.","This Time and Materials Consulting Agreement ('Agreement') is entered into as of [DATE] by and between [CLIENT LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Client'), and [CONSULTANT LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Consultant').","Using a trade name or individual's name instead of the registered legal entity. If the named party does not match the entity holding bank accounts or signing invoices, enforcing payment or IP clauses against the right party becomes legally complicated.",{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Services and statement of work","Describes the scope of consulting services and references the attached statement of work that details specific deliverables, timelines, and technical requirements for the engagement.","Consultant shall perform the professional services described in Exhibit A (Statement of Work) attached hereto ('Services'). Consultant shall perform additional services only upon execution of a written Change Order signed by both parties.","Embedding detailed deliverable specifications directly in the body of the agreement rather than in a separate SOW exhibit. Updating scope then requires a full contract amendment rather than a simple exhibit replacement.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Hourly rate schedule and role classifications","Lists each billing role or consultant classification with its corresponding hourly rate, and states whether overtime, weekend, or travel time is billed at the standard rate or a premium.","Client shall pay Consultant for Services at the following rates: [ROLE 1]: $[X]/hour; [ROLE 2]: $[X]/hour. Rates apply to hours actually worked. Travel time is billed at [50% / 100%] of the applicable hourly rate. Rates are fixed for [12] months from the Effective Date.","Failing to specify whether travel time is billable and at what rate. Disputes over multi-day on-site engagements involving significant travel are among the most common T&M billing conflicts.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Materials, expenses, and markup","Defines which categories of direct costs are reimbursable, the markup percentage applied to third-party materials or subcontractors, and the documentation required for reimbursement.","Client shall reimburse Consultant for pre-approved out-of-pocket expenses including travel, lodging, and materials at cost plus a [X]% markup for handling. Expenses exceeding $[THRESHOLD] require Client's prior written approval. Receipts must be submitted with each invoice.","No approval threshold for individual expenses, resulting in the client receiving invoices for large equipment purchases or subcontractor fees they never authorized and cannot dispute effectively.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Not-to-exceed budget cap","Sets a maximum total billable amount or hour ceiling that the consultant cannot exceed without written client approval, protecting the client from unlimited cost exposure.","The total fees and expenses payable under this Agreement shall not exceed $[NTE AMOUNT] ('NTE Cap') without Client's prior written approval. Consultant shall notify Client in writing when cumulative billing reaches [80]% of the NTE Cap.","Setting an NTE cap without requiring the consultant to provide advance warning as the cap is approached. Clients discover the cap has been reached only when they receive an invoice requesting approval to continue — often mid-deliverable.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Invoicing, payment terms, and audit rights","Establishes the invoicing frequency, required invoice contents (dates, hours, role, rate, materials detail), payment due date, late-fee rate, and the client's right to audit time records.","Consultant shall submit itemized invoices [bi-weekly / monthly], detailing hours worked by role and date, materials costs with receipts, and cumulative spend against the NTE Cap. Payment is due within [30] days of invoice. Overdue balances accrue interest at [1.5]% per month. Client may audit Consultant's time records upon [5] business days' notice.","Invoices that list only total hours and a lump sum rather than itemized daily or weekly breakdowns. Clients cannot verify accuracy or dispute specific entries without line-level detail, and auditors will flag the lack of documentation.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Intellectual property assignment","Assigns ownership of all work product, deliverables, and developments created by the consultant during the engagement to the client upon full payment, while carving out the consultant's pre-existing tools and methodologies.","Upon receipt of full payment, Consultant irrevocably assigns to Client all right, title, and interest in all deliverables created specifically for Client under this Agreement ('Work Product'). Consultant retains ownership of pre-existing tools, frameworks, and methodologies ('Background IP'), and grants Client a perpetual, non-exclusive license to use Background IP embedded in the Work Product.","Assigning all IP without a Background IP carve-out. Consultants who inadvertently assign their reusable frameworks and proprietary methodologies to one client cannot legally use those tools for other clients — a clause that is routinely contested in disputes.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Confidentiality","Prohibits both parties from disclosing the other's confidential information during and after the engagement, and defines what information qualifies as confidential.","Each party shall hold the other's Confidential Information in strict confidence and shall not disclose or use it except as necessary to perform the Services. 'Confidential Information' means any non-public technical, financial, or business information disclosed under this Agreement, whether marked confidential or not.","Omitting a mutual confidentiality obligation and making it one-directional (protecting only the client). Consultants share proprietary methodologies, tools, and pricing structures that warrant equal protection.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Termination and wind-down","States the notice period required to terminate the agreement, the client's obligation to pay for all work completed and materials committed up to the termination date, and any kill-fee or minimum commitment.","Either party may terminate this Agreement with [30] days' written notice. Upon termination, Client shall pay Consultant for all hours worked and materials procured or committed through the termination date. Consultant shall deliver all completed work product and return Client's confidential materials within [10] business days.","No obligation to pay for materials already committed or subcontractors already engaged at termination. Consultants who ordered supplies or contracted labor based on the client's project can suffer significant uncompensated losses if the contract is silent.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Limitation of liability and governing law","Caps the consultant's total liability for any claim arising from the engagement, excludes indirect and consequential damages, and specifies the governing jurisdiction and dispute resolution process.","In no event shall Consultant's total liability under this Agreement exceed the total fees paid by Client in the [3] months preceding the claim. Neither party shall be liable for indirect, consequential, or punitive damages. This Agreement is governed by the laws of [STATE / PROVINCE]. Disputes shall be resolved by binding arbitration in [CITY].","No limitation of liability clause at all, leaving the consultant exposed to consequential damage claims — such as a client's lost profits from a delayed IT project — that could dwarf the total contract value.",[334,339,344,349,354,359,364,369],{"step":335,"title":336,"description":337,"tip":338},1,"Enter both parties' legal entity details","Use each party's full registered legal name, not a trade name or individual's name. Include the state or province of incorporation and the entity type for both the client and consultant.","Cross-check against a business registry (e.g., your state's Secretary of State database) to confirm the exact legal name before the agreement is signed.",{"step":340,"title":341,"description":342,"tip":343},2,"Define the services in a separate statement of work","Draft Exhibit A as a standalone SOW describing the specific services, expected deliverables, project timeline, and any key assumptions or exclusions. Reference Exhibit A in the main body rather than embedding scope details there.","List explicit exclusions in the SOW — what you will not do — to prevent scope creep from undefined tasks that each party assumed were included.",{"step":345,"title":346,"description":347,"tip":348},3,"Set the hourly rate schedule for each role","List every billing role with its hourly rate, note whether rates apply to partial hours (most T&M agreements bill in 15-minute or 30-minute increments), and state the rate lock period.","If the engagement spans more than 12 months, include an annual rate escalation clause tied to CPI or a fixed percentage (e.g., 3–5%) to avoid renegotiating the entire agreement each year.",{"step":350,"title":351,"description":352,"tip":353},4,"Define reimbursable expenses and the approval threshold","List which expense categories are reimbursable (travel, lodging, materials, software licenses), the markup percentage, and the dollar threshold above which individual purchases require pre-approval in writing.","Set the pre-approval threshold at a level your client's procurement process can realistically approve quickly — $500 or $1,000 works for most SMB clients; $5,000 for enterprise.",{"step":355,"title":356,"description":357,"tip":358},5,"Set the not-to-exceed cap and early-warning trigger","Enter the total NTE amount for the engagement and the percentage of spend at which the consultant must notify the client in writing — typically 80%. Both figures should be agreed with the client before signing.","Break large engagements into phased SOWs each with their own NTE cap rather than one large NTE, so the client can reassess scope and budget at natural project milestones.",{"step":360,"title":361,"description":362,"tip":363},6,"Complete the invoicing and payment terms","Set the invoicing frequency (bi-weekly is common for T&M work), the payment due date (Net 15 or Net 30), and the late-payment interest rate. Specify that each invoice must include a line-level time log and receipts for materials.","Attach a sample invoice format as Exhibit B so both parties agree upfront on the level of detail required — this prevents payment disputes over insufficient documentation.",{"step":365,"title":366,"description":367,"tip":368},7,"Tailor the IP assignment and Background IP carve-out","List the consultant's pre-existing tools, templates, or proprietary frameworks that will be embedded in deliverables and must be carved out of the assignment. Grant the client a perpetual, non-exclusive license to use those tools within the delivered work product.","Be specific about Background IP — a general carve-out for 'all pre-existing materials' is routinely disputed. Name the specific tools or methodologies by category.",{"step":370,"title":371,"description":372,"tip":373},8,"Execute before work begins","Both parties must sign the agreement and any attached exhibits before the consultant starts any billable work. Work performed before signature creates IP ownership ambiguity and weakens enforceability of the NTE cap.","Use a time-stamped electronic signature tool to create an audit trail of execution and store the fully signed agreement with your project records before issuing the first invoice.",[375,379,383,387,391,395],{"mistake":376,"why_it_matters":377,"fix":378},"No not-to-exceed cap or early-warning threshold","Without an NTE cap, clients face open-ended cost exposure that can exceed the original budget by multiples — especially on IT and engineering projects where scope evolves. Disputes over total contract cost are among the most litigated T&M issues.","Set a specific NTE dollar amount for each statement of work and require the consultant to notify you in writing at 80% of spend. Make any increase subject to a signed change order before additional work proceeds.",{"mistake":380,"why_it_matters":381,"fix":382},"Vague or missing change-order procedure","Verbal scope expansions on T&M contracts result in the consultant billing for additional hours the client did not knowingly authorize. Without a written change-order process, clients have limited recourse to dispute those charges.","Include a clause requiring all scope changes to be documented in a signed change order before the additional work begins. Specify who on each side has authority to approve change orders.",{"mistake":384,"why_it_matters":385,"fix":386},"No Background IP carve-out in the IP assignment clause","Assigning all work product without reserving pre-existing tools can transfer ownership of the consultant's core methodology to a single client — preventing the consultant from using those same tools for any future engagement.","List the specific frameworks, templates, and tools the consultant will use, carve them out of the assignment, and grant the client a perpetual non-exclusive license to use them within the delivered work product only.",{"mistake":388,"why_it_matters":389,"fix":390},"Lump-sum invoices with no line-level time logs","An invoice that states '40 hours — consulting services — $8,000' provides no basis for client verification, audit, or dispute resolution. Tax authorities and client finance teams both require itemized records.","Require invoices to include a line-level time log showing the date, personnel name or role, task description, and hours for every billing entry, along with receipts for all reimbursable materials.",{"mistake":392,"why_it_matters":393,"fix":394},"No limitation of liability clause","Without a liability cap, a consultant can be exposed to consequential damage claims — such as lost client revenue caused by a project delay — that dwarf the total contract value, making the engagement commercially unviable to insure or undertake.","Include a mutual limitation capping each party's total liability at the fees paid in the preceding three months and explicitly excluding indirect, consequential, and punitive damages.",{"mistake":396,"why_it_matters":397,"fix":398},"Signing after work has already begun","In common-law jurisdictions, courts may find that the consultant operated under an implied contract before execution, which can override key written terms — including the NTE cap, IP assignment, and limitation of liability clause.","Execute the agreement and all exhibits before the consultant performs any billable hours. If time pressure requires starting early, issue a written engagement letter referencing the pending agreement to preserve key protections.",[400,403,406,409,412,415,418,421,424,427],{"question":401,"answer":402},"What is a time and materials consulting agreement?","A time and materials consulting agreement is a contract where the client pays for the actual hours a consultant works at pre-agreed hourly rates, plus the direct cost of approved materials and expenses. Unlike a fixed-price contract, the total cost is not set in advance — it depends on the work actually performed. T&M agreements are used when the full scope of an engagement cannot be defined upfront, such as in IT implementations, engineering studies, or ongoing advisory relationships.\n",{"question":404,"answer":405},"What is the difference between a time and materials contract and a fixed-price contract?","A fixed-price contract sets a single total price for a defined scope of work regardless of actual hours or materials consumed — the consultant bears the risk of underestimating effort. A T&M contract shifts that risk to the client, who pays for actual time and materials. T&M is appropriate when scope is uncertain or likely to evolve; fixed-price works when deliverables are tightly defined and the consultant can accurately estimate cost. Many projects use T&M for early discovery phases and fixed-price for execution once scope is clear.\n",{"question":407,"answer":408},"Should a T&M consulting agreement include a not-to-exceed cap?","Yes, a not-to-exceed (NTE) cap is strongly recommended for any T&M engagement. Without one, the client has no contractual ceiling on total cost exposure, which makes budget planning impossible and creates disputes when final invoices exceed expectations. A typical NTE cap is set 10–20% above the project estimate to allow for reasonable variance without requiring a change order for minor scope adjustments. The agreement should also require the consultant to notify the client when cumulative billing reaches 80% of the cap.\n",{"question":410,"answer":411},"Who owns the work product created under a T&M consulting agreement?","Ownership depends on what the agreement says. Without an explicit IP assignment clause, copyright in the deliverables typically rests with the consultant who created them, not the client who paid for them — a result most clients do not expect. A well-drafted T&M agreement assigns all deliverables to the client upon full payment while carving out the consultant's pre-existing tools and methodologies, which are licensed rather than assigned.\n",{"question":413,"answer":414},"What expenses are typically reimbursable under a T&M agreement?","Commonly reimbursable categories include travel (flights, accommodation, ground transport), on-site meals, materials and equipment purchased specifically for the project, software or tool licenses required for the engagement, and fees paid to approved subcontractors. The agreement should specify which categories are reimbursable, whether a markup applies, and the dollar threshold above which individual purchases require prior written approval from the client.\n",{"question":416,"answer":417},"How should invoices be structured under a time and materials contract?","Each invoice should include the billing period, a line-level time log showing the date, consultant name or role, task description, and hours for every entry, the applicable hourly rate and resulting fee per line, an itemized list of materials and expenses with receipts, a subtotal and any applicable taxes, and the cumulative spend against the NTE cap. Lump-sum invoices without supporting detail create payment disputes and fail audit requirements.\n",{"question":419,"answer":420},"Is a T&M consulting agreement enforceable without a statement of work?","The agreement can be enforceable as a framework contract, but without a signed statement of work defining what services will be performed, it provides very limited practical protection. Courts will struggle to evaluate scope disputes or determine whether a change order was required. Always execute a specific SOW before any billable work begins, even for short or straightforward engagements.\n",{"question":422,"answer":423},"Do I need a lawyer to draft a time and materials consulting agreement?","For straightforward domestic engagements, a professionally drafted template is typically sufficient. Engage a lawyer when the engagement involves sensitive IP or proprietary technology, the contract value exceeds $100,000, the consultant will be working in a jurisdiction with complex employment or contractor classification rules, or the client is a government entity subject to procurement regulations. A one-hour template review typically costs $200–$400 and is worthwhile for high-value or high-risk engagements.\n",{"question":425,"answer":426},"What happens if the client terminates a T&M agreement early?","The client is typically obligated to pay for all hours worked and materials procured or contractually committed up to the termination date, plus any applicable kill fee if one is specified. The agreement should require the consultant to deliver all completed work product and return the client's confidential materials within a defined window — typically 10 business days. Without a clear termination clause, clients have disputed responsibility for pre-ordered materials and pre-engaged subcontractors, leading to costly arbitration.\n",{"question":428,"answer":429},"Can a T&M consulting agreement include a non-compete clause?","Yes, though enforceability varies significantly by jurisdiction. A non-compete restricting a consultant from working for competitors for a defined period after the engagement is generally more narrowly construed for independent contractors than for employees. Courts typically require that the restriction be reasonable in duration (3–12 months for consultants), limited in geographic or industry scope, and tied to a legitimate business interest such as protecting client relationships or confidential information. California and several other jurisdictions restrict or ban post-engagement non-competes entirely.\n",[431,435,439,443],{"industry":432,"icon_asset_id":433,"specifics":434},"Information Technology","industry-saas","IT consulting engagements billed on T&M commonly cover system implementations, infrastructure audits, and software customization — where sprint-level scope changes make fixed pricing impractical.",{"industry":436,"icon_asset_id":437,"specifics":438},"Engineering and Construction","industry-construction","Structural, civil, and mechanical engineering firms use T&M for site assessments, design iterations, and construction oversight where material quantities and labor hours depend on field conditions.",{"industry":440,"icon_asset_id":441,"specifics":442},"Management Consulting","industry-professional-services","Strategy and operations consulting engagements that evolve based on findings use T&M to bill for analyst and partner hours without committing to a fixed project price before the diagnostic phase is complete.",{"industry":444,"icon_asset_id":445,"specifics":446},"Marketing and Creative Services","industry-marketing","Agencies and freelance consultants use T&M for brand strategy, content development, and campaign management engagements where client revision cycles and approval timelines make fixed fees unworkable.",[448,451,454,456],{"vs":226,"vs_template_id":449,"summary":450},"consulting-agreement-D180","A fixed-price consulting agreement sets a single total fee for a defined scope of work — the consultant bears cost overrun risk. A T&M agreement shifts that risk to the client, who pays for actual hours and materials. Use fixed-price when deliverables and timelines are tightly defined; use T&M when scope is uncertain or expected to evolve during the engagement.",{"vs":230,"vs_template_id":452,"summary":453},"consulting-retainer-agreement-D13318","A retainer agreement bills a fixed monthly fee for a set number of advisory hours — giving the client predictable cost and the consultant predictable income. A T&M agreement bills for actual hours worked with no monthly minimum or maximum. Retainers suit ongoing advisory relationships; T&M suits project-based work with variable weekly intensity.",{"vs":86,"vs_template_id":234,"summary":455},"An independent contractor agreement governs the general working relationship, classification, and obligations of a self-employed individual. A T&M consulting agreement is a project-level contract that specifies hourly rates, materials reimbursement, invoicing, and a not-to-exceed cap for a defined engagement. Many parties use both: the contractor agreement as a master document and a T&M agreement for each project.",{"vs":259,"vs_template_id":457,"summary":458},"D{SOW_PLACEHOLDER_ID}","A statement of work defines the specific deliverables, timeline, and technical requirements for a single engagement — it is typically an exhibit to a master consulting agreement. A T&M consulting agreement is the governing contract that sets billing structure, payment terms, IP rights, and legal protections. An SOW without a master agreement lacks the legal framework to resolve billing disputes or ownership questions.",{"use_template":460,"template_plus_review":464,"custom_drafted":468},{"best_for":461,"cost":462,"time":463},"Independent consultants and small consulting firms for domestic engagements under $75,000","Free","20–30 minutes",{"best_for":465,"cost":466,"time":467},"Engagements involving sensitive IP, contracts above $75,000, or consultants working across multiple US states or provinces","$200–$500","1–3 days",{"best_for":469,"cost":470,"time":471},"Enterprise consulting contracts, government procurement, cross-border engagements, or arrangements with material non-compete and IP licensing requirements","$1,000–$4,000+","1–2 weeks",[473,478,483,488],{"code":474,"name":475,"flag_asset_id":476,"note":477},"us","United States","flag-us","T&M consulting agreements are governed by state contract law — there is no federal standard. IP assignment must be explicit; absent a written assignment, the consultant retains copyright in deliverables under US copyright law. Non-compete enforceability varies sharply by state: California, Minnesota, and North Dakota restrict or ban post-engagement non-competes. Misclassification of consultants as independent contractors can trigger IRS and state labor agency audits and back-tax liability.",{"code":479,"name":480,"flag_asset_id":481,"note":482},"ca","Canada","flag-ca","Canadian consulting agreements must comply with the provincial Employment Standards Act if there is any risk the relationship could be characterized as employment rather than independent contracting — a distinction courts assess based on control, integration, and economic dependence. Quebec requires contracts affecting provincially regulated businesses to be available in French. IP assignment clauses are generally enforceable, but must be explicit; implied assignments are not recognized under Canadian copyright law.",{"code":484,"name":485,"flag_asset_id":486,"note":487},"uk","United Kingdom","flag-uk","UK consultants should confirm IR35 status before executing a T&M agreement — where a consultant works through a personal service company but is deemed an employee for tax purposes, the client may bear employer National Insurance obligations. IP in commissioned works does not automatically vest in the client under UK copyright law, making an explicit assignment clause essential. Post-engagement restrictive covenants are enforceable only if reasonable in scope and supported by a legitimate business interest.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"eu","European Union","flag-eu","EU member states have varying rules on independent contractor classification, and several — including France, Germany, and Spain — impose strict tests that can reclassify long-term consultants as dependent workers entitled to employment protections. GDPR applies whenever personal data is processed in delivering consulting services; the agreement should include a data processing addendum where relevant. Non-compete clauses in many EU jurisdictions require financial compensation to the consultant during the restricted period to be enforceable.",[227,231,234,242,238,246,494,495,496,497,498,499],"non-disclosure-agreement-nda-D12692","sales-invoice-D383","purchase-order-D1411","statement-of-work-D12981","change-order-D13613","master-service-agreement-D12657",{"emit_how_to":193,"emit_defined_term":193},{"primary_folder":109,"secondary_folder":502,"document_type":503,"industry":504,"business_stage":505,"tags":506,"confidence":512},"services-and-consulting","agreement","consultants-and-contractors","all-stages",[507,508,509,510,511],"contract","professional-services","consulting-agreement","time-and-materials","billing",0.95,"\u003Ch2>What is a Time and Materials Consulting Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Time and Materials Consulting Agreement\u003C/strong> is a legally binding contract between a consultant and a client that structures billing around actual work performed rather than a fixed project price. The client pays for every hour worked at pre-agreed hourly rates per role or seniority level, plus the direct cost of approved materials, travel, and third-party expenses — often with a percentage markup for procurement overhead. Because the total contract value is not set in advance, a well-drafted T&M agreement includes a not-to-exceed cap, a formal change-order procedure, and detailed invoicing requirements so both parties can track spend against budget throughout the engagement. It also governs the ownership of work product, confidentiality of shared information, and the conditions under which either party may terminate the relationship.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed T&M consulting agreement, both parties are exposed in ways that emerge only after the relationship runs into friction. Clients who rely on email threads and verbal rate discussions have no enforceable ceiling on total cost, no right to audit time records, and no clarity on who owns the deliverables once the project ends — a gap that routinely triggers ownership disputes when a consultant's work becomes commercially valuable. Consultants without a written agreement have no guaranteed right to payment for materials they pre-ordered or subcontractors they engaged when a client cancels mid-project. A properly executed T&M agreement closes all of these gaps before work begins: it establishes the rate schedule, caps total exposure, requires itemized invoicing, assigns IP on payment, and sets a clear exit path for both parties — turning an open-ended engagement into a commercially predictable and legally protected arrangement.\u003C/p>\n",1781186006570]