Consulting Agreement (Canada) by OLL
This template is for the engagement of a consultant — an individual or firm providing advisory, analytical or strategic expertise — by a business in a Canadian common-law province or territory. It is not suitable for an employment relationship. It is not suitable for use in Quebec.
This document comes from OLL's library of vetted legal templates
CONSULTING AGREEMENT
This template is for the engagement of a consultant — an individual or firm providing advisory, analytical or strategic expertise — by a business in a Canadian common-law province or territory. It is not suitable for an employment relationship. It is not suitable for use in Quebec.
Drafting notes appear in italics and are to be deleted before execution. Square brackets mark information to be filled in. Delete any inapplicable optional clauses and renumber before execution.
⚠️ Misclassification. Calling someone a consultant does not make them one. The Canada Revenue Agency applies its own test — degree of control, ownership of tools, chance of profit and risk of loss, and how integrated the worker is into the business. A worker found to be an employee can trigger liability for source deductions, CPP and EI contributions, interest, penalties, and employment standards entitlements. If the Consultant works set hours, works only for the Client, or is supervised day to day, take advice before using this template.
THIS AGREEMENT is made as of [Date].
BETWEEN:
[Client Legal Name], [a corporation incorporated under the laws of [Province / Canada] / a sole proprietorship / a partnership] having its principal place of business at [Client Address]
(the "Client")
— and —
[Consultant Legal Name], [a corporation incorporated under the laws of [Province / Canada] / an individual / a sole proprietorship] of [Consultant Address]
(the "Consultant")
(each a "Party" and together the "Parties")
WHEREAS the Client wishes to engage the Consultant to provide advisory and consulting services, and the Consultant has agreed to provide those services on the terms set out below;
NOW THEREFORE in consideration of the mutual covenants below, the Parties agree as follows:
Services
The Consultant will provide the advisory, analysis and consulting services described in Schedule A (the "Services"), which may include recommendations, analysis, reports and strategic input, and are not limited to tangible deliverables.
The Consultant will perform the Services in a professional and workmanlike manner, consistent with the standards generally observed in the Consultant's field.
The Consultant will determine the method, details and means of performing the Services. The Client may specify the results to be achieved but will not control the manner in which the Consultant achieves them.
Include the following if the Client is engaging a named individual within a consulting firm:
The Services will be performed personally by [Named Consultant], who the Client has engaged the Consultant specifically to retain for this engagement. The Consultant will not substitute a different individual to perform a material part of the Services without the Client's prior written consent, except as permitted under section 15.
The wording of clause 1.3 is deliberate. Control over the manner of work is the single most important factor in the employee-versus-contractor analysis.
This clause matters where the Client is retaining a firm for a particular person's expertise, not the firm generically. Delete it for engagements where any qualified person at the Consultant's firm can perform the Services.
Term
This Agreement begins on [Start Date] and continues [until terminated in accordance with section 16 / until [End Date] / until the Services are completed].
Include the following if the engagement is intended to renew: This Agreement will automatically renew for successive periods of [Renewal Period] unless either Party gives written notice of non-renewal at least [Notice Period] days before the end of the then-current term.
Consulting engagements are more often open-ended or retainer-based than project-bounded. Confirm which option in section 2.1 matches the actual commercial arrangement described in Schedule B — an open-ended term paired with a fixed-fee milestone schedule in Schedule B is inconsistent and should be corrected before execution.
Fees and Payment
The Client will pay the Consultant the fees set out in Schedule B.
The Consultant will invoice the Client [monthly / on completion of each milestone / on completion of the Services]. The Client will pay each undisputed invoice within [Number] days of receipt.
All fees are exclusive of applicable GST/HST and other applicable taxes, which the Consultant will add to invoices where the Consultant is required to collect them.
Include the following if the Client wants a spending cap: The Consultant will not exceed [Cap Amount] in aggregate fees without the Client's prior written approval.
Include the following if late payment interest is required: Undisputed amounts not paid when due bear interest at [Rate]% per annum, calculated [monthly / daily] from the due date until paid.
Confirm the stated interest rate complies with the disclosure requirements for annual interest rates under federal law before use.
Expenses
The Client will reimburse the Consultant for [pre-approved / reasonable] out-of-pocket expenses incurred in performing the Services, on production of receipts.
Include the following if expenses are not reimbursed: The Consultant is responsible for all expenses incurred in performing the Services and will not be reimbursed by the Client.
Independent Contractor Status
The Consultant is an independent contractor and not an employee, partner, agent or joint venturer of the Client. Nothing in this Agreement creates an employment relationship.
The Consultant is free to provide services to other clients during the term, subject to section 8.
The Consultant is not entitled to any benefit provided by the Client to its employees, including vacation pay, statutory holiday pay, health benefits, pension contributions, or termination or severance entitlements.
The Consultant has no authority to bind the Client or to enter into any commitment on the Client's behalf, except as expressly authorised in writing.
Clauses 5.1 to 5.4 record the Parties' intention. They do not determine the outcome — the CRA and the courts look at the substance of the relationship.
Taxes, Deductions and Statutory Obligations
The Consultant is solely responsible for remitting all income tax, Canada Pension Plan contributions, and any other amounts payable in respect of the fees paid under this Agreement. The Client will not withhold or remit any amount on the Consultant's behalf.
The Consultant will maintain any registration, licence or permit required to perform the Services, including workers' compensation coverage where required in the province or territory where the Services are performed.
The Consultant will indemnify the Client against any assessment, penalty or interest arising from the Consultant's failure to comply with section 6.1 or 6.2.
Clause 6.3 does not protect the Client against a finding that the Consultant was in fact an employee. Consider whether the Client should take advice on that exposure separately.
Advisory Nature of Services
The Services consist of advice, analysis and recommendations for the Client's consideration. The Client is solely responsible for its business, financial, operational, legal and strategic decisions, and for any decision to implement, reject or modify a recommendation made by the Consultant.
The Consultant does not guarantee any particular business outcome, financial result, or that implementing a recommendation will achieve the Client's objectives.
If the Services touch a regulated area — legal, financial/investment, accounting, engineering, health, or another field with its own licensing body — this template does not address that regulator's requirements (mandatory disclosures, standard-of-care rules, professional liability regimes). Confirm whether a profession-specific agreement is required instead of, or in addition to, this one before use.
Conflicts of Interest and Other Engagements
The Consultant may provide services to other clients, including clients in the same industry as the Client, provided the Consultant does not use or disclose the Client's Confidential Information in performing services for another client.
The Consultant will promptly disclose to the Client any actual or potential conflict of interest that arises in connection with the Services.
Include the following if the Client requires exclusivity within a defined scope instead: During the term, the Consultant will not provide services to any person or business that [directly competes with the Client / operates in [Defined Market or Industry]] without the Client's prior written consent.
An exclusivity clause under 8.3 is a restraint on the Consultant's ability to earn a living from other clients. Keep the scope and duration narrow — an unreasonably wide restriction risks being unenforceable as a restraint of trade. See also section 17.
Intellectual Property
All materials, reports, analyses, recommendations and other deliverables created by the Consultant in performing the Services (the "Work Product") are owned by the Client on payment in full.
The Consultant assigns to the Client all right, title and interest in the Work Product, including all copyright, effective on creation.
The Consultant waives, in favour of the Client and anyone claiming through the Client, all moral rights in the Work Product.
The Consultant retains ownership of any pre-existing material owned by the Consultant and incorporated into the Work Product ("Background IP"), including the Consultant's general methodologies, frameworks and know-how, and grants the Client a perpetual, irrevocable, worldwide, royalty-free licence to use, modify and distribute that Background IP as part of the Work Product.
Clause 9.3 is required in Canada. Moral rights cannot be assigned — they can only be waived. Omitting this leaves the Client unable to modify or use the work without attribution.
Consultants commonly reuse proprietary frameworks and methodologies across clients. Clause 9.4 lets the Consultant keep those while still giving the Client full rights in what was actually built for it.
Confidentiality
"Confidential Information" means non-public information disclosed by the Client to the Consultant in connection with the Services, whether or not marked confidential, including business plans, customer and supplier information, pricing, technical information and personal information.
The Consultant will keep Confidential Information confidential, use it only to perform the Services, and not disclose it to any third party without the Client's prior written consent.
Section 10.2 does not apply to information that is or becomes public through no fault of the Consultant, was known to the Consultant without obligation of confidence before disclosure, or is required to be disclosed by law or by a court or regulator — provided the Consultant gives the Client prompt notice where lawful to do so.
Where the Consultant provides services to other clients under section 8, the Consultant will maintain Confidential Information separately from, and will not use it to benefit, any other engagement.
The obligations in this section survive termination for [Number] years, and indefinitely in respect of trade secrets.
Personal Information
The Consultant will collect, use, disclose and store personal information received from or on behalf of the Client only as necessary to perform the Services, and in accordance with applicable Canadian privacy legislation.
The Consultant will implement security safeguards appropriate to the sensitivity of the personal information.
The Consultant will notify the Client without delay on becoming aware of any unauthorised access to or disclosure of personal information in the Consultant's custody.
On termination, the Consultant will return or securely destroy all personal information in the Consultant's custody, at the Client's direction.
Include this section if the Consultant will handle personal information about identifiable individuals. Delete it if not.
Which privacy statute applies depends on where the parties operate. Confirm before adding any statute-specific undertaking.
Representations and Warranties
The Consultant represents and warrants that it has the skill, experience and capacity to perform the Services; that performing the Services will not breach any obligation the Consultant owes to a third party; and that the Work Product will not infringe any third party's intellectual property rights.
The Client represents and warrants that it has the authority to enter into this Agreement and to grant any rights it grants under it.
If the Consultant holds a professional credential relevant to the Services, consider whether additional profession-specific representations are needed — see the note at section 7.
Insurance
The Consultant will maintain, at its own expense, [professional liability (errors and omissions) insurance of not less than [Amount] / commercial general liability insurance of not less than [Amount] per occurrence] during the term, and will provide evidence of coverage on request.
Include this section where the Services carry material liability risk — professional liability coverage is more often relevant to advisory consulting than general liability coverage.
Indemnity
The Consultant will indemnify the Client against any loss, damage, claim or expense arising from the Consultant's breach of this Agreement, negligence, or wilful misconduct.
Include for a mutual indemnity: The Client will indemnify the Consultant against any loss, damage, claim or expense arising from the Client's breach of this Agreement, negligence, or wilful misconduct.
Limitation of Liability
Neither Party is liable to the other for indirect, incidental, consequential, special or punitive damages, or for loss of profit, revenue or data, however caused.
Each Party's aggregate liability under this Agreement is limited to [the total fees paid or payable under this Agreement / the fees paid in the [Number] months preceding the claim / [Amount]].
Sections 15.1 and 15.2 do not limit liability for a Party's fraud, wilful misconduct, breach of section 10, or any liability that cannot be limited at law.
A limitation of liability that operates against a consumer may be restricted by provincial consumer protection legislation. Confirm before using this template in a business-to-consumer engagement.
Termination
Either Party may terminate this Agreement on [Number] days' written notice to the other.
Either Party may terminate this Agreement immediately on written notice if the other Party commits a material breach and, where the breach is capable of being cured, fails to cure it within [Number] days of written notice.
Either Party may terminate this Agreement immediately on written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed.
On termination the Client will pay the Consultant for Services properly performed up to the date of termination, and the Consultant will deliver to the Client all Work Product in its then-current state and return all Confidential Information.
Sections 6, 9, 10, 11, 14, 15 and 20 survive termination.
Check the surviving-section list against the final numbering after optional clauses are deleted.
Subcontracting and Assignment
The Consultant may subcontract or assign personnel to perform the Services [only with the Client's prior written consent / to qualified personnel, provided the Consultant remains responsible for their performance and binds them to obligations no less protective than sections 9, 10 and 11], subject to section 1.4 where it applies.
Neither Party may assign this Agreement without the other's prior written consent, except that either Party may assign it to a successor of all or substantially all of its business.
Non-Solicitation
During the term and for [Number] months after termination, the Consultant will not directly solicit [any employee of the Client with whom the Consultant had material contact / any customer of the Client with whom the Consultant had material contact] for the purpose of [employment / providing services competitive with the Services].
Section 18.1 does not prevent the Consultant from responding to a general advertisement not directed at the Client's personnel or customers.
Include this section where the Consultant will have contact with the Client's staff or customers. Keep the scope and duration narrow — an unreasonably wide restriction risks being unenforceable as a restraint of trade.
Notices
Notices under this Agreement must be in writing and sent to the address or email set out above, or to any other address a Party notifies in writing. Notice is deemed received on delivery if delivered personally, on the next business day if sent by email before 5:00 p.m. local time in the recipient's jurisdiction, and [Number] business days after mailing if sent by prepaid mail.
Dispute Resolution
The Parties will attempt in good faith to resolve any dispute by negotiation between representatives with authority to settle, within [Number] days of written notice of the dispute.
If negotiation does not resolve the dispute, the Parties will refer it to mediation in [City, Province] before a single mediator agreed between them.
Include for binding arbitration instead of the courts: Any dispute not resolved under sections 20.1 and 20.2 will be finally resolved by arbitration before a single arbitrator seated in [City, Province], under [Arbitration Rules]. The award is final and binding.
Include this section if a staged process is wanted. Otherwise delete and rely on clause 21.1.
Arbitration is governed by provincial arbitration legislation. Confirm the applicable statute and any mandatory requirements for the chosen seat before including clause 20.3.
General
This Agreement is governed by the laws of the Province of [Province] and the federal laws of Canada applicable in that province. The Parties attorn to the exclusive jurisdiction of the courts of that province.
Insert one of the common-law provinces or territories. This template is not drafted for Quebec.
This Agreement, together with its Schedules, is the entire agreement between the Parties and supersedes all prior discussions and agreements relating to its subject matter.
No amendment is effective unless in writing and signed by both Parties.
A failure or delay in exercising a right is not a waiver of that right.
If any provision is held unenforceable, it is severed and the remainder continues in force.
This Agreement may be executed in counterparts and delivered electronically, each of which is an original and all of which together form one agreement.
IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first written above.
[Client Legal Name] | [Consultant Legal Name] |
Per: ______________________ | Per: ______________________ |
Name: [Name] | Name: [Name] |
Title: [Title] | Title: [Title] |
I have authority to bind the Client. | I have authority to bind the Consultant. |
Schedule A — Services
Describe the Services with enough specificity that a third party could tell whether they have been performed. Vague scope is the most common source of dispute in this agreement type.
Scope of Engagement
[Describe the advisory or consulting services to be performed]
Deliverables
Delete this table if the engagement is advisory-only with no discrete deliverables — some retainer consulting arrangements produce ongoing advice rather than fixed outputs.
# | Deliverable | Description | Due date |
1 | [Deliverable] | [Description] | [Date] |
2 | [Deliverable] | [Description] | [Date] |
Client-supplied items
List anything the Client must provide — access, information, approvals — and the consequence of late provision.
[List items, or state "None"]
Acceptance
Delete this section if Schedule A has no Deliverables table.
The Client will review each Deliverable within [Number] days of delivery and either accept it or provide written notice of the respects in which it does not meet the requirements of this Schedule. A Deliverable not rejected within that period is deemed accepted.
Schedule B — Fees and Payment
Use Option 1 for an ongoing advisory relationship, Option 2 for time-and-materials engagements, and Option 3 for a bounded project with fixed deliverables. Delete the options that do not apply.
Option 1 — Monthly retainer
The Client will pay the Consultant a retainer of [Amount] per month for up to [Number] hours of Services. Hours in excess of that allowance in a given month are billed at [Hourly Rate].
State whether unused hours in a month carry over. If nothing is stated, the default assumption is that they do not.
Option 2 — Time and materials
The Client will pay the Consultant at the rate of [Amount] per [hour / day].
The Consultant will record time in increments of [Increment] and provide a breakdown with each invoice.
Estimated total: [Amount]. This is an estimate and not a fixed price.
Option 3 — Fixed price, milestone-based
The Client will pay the Consultant a fixed fee of [Total Amount], payable against the milestones below on the Client's acceptance of the associated Deliverable under Schedule A.
Milestone | Deliverable | Amount | Target date |
1 | [Deliverable] | [Amount] | [Date] |
2 | [Deliverable] | [Amount] | [Date] |
3 | [Deliverable] | [Amount] | [Date] |
Payment method
Payment will be made by [payment method] to [payment details].
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Canada note
This version is drafted for Canada. Provinces differ on employment standards and Quebec applies civil law rather than common law. Tell GitLaw which province applies and it adjusts the draft.
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