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Consulting Agreement

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CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”) is made between VERMONT COLLEGE OF FINE ARTS, INC., a Vermont non-profit corporation (“College”), and (“Consultant”). The College and Consultant are hereinafter sometimes referred to individually as a “party” and jointly as the “parties” to this Agreement.

WHEREAS, the College desires to obtain services from Consultant, and Consultant is in the business of providing such services and has agreed to provide them on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the College and Consultant hereby agree as follows:

1. Scope of Work. Consultant will perform the services described on Schedule A attached to this Agreement (the “Statement of Work”).

2. Term. Unless earlier terminated in accordance with this Agreement, this Agreement shall commence upon the execution of this Agreement and shall continue in full force and effect through , 201_, or upon satisfactory completion of Consultant’s duties under this Agreement, whichever is earlier. This Agreement may be extended by mutual written agreement.

3. Compensation. As full compensation for the services rendered pursuant to this Agreement, the College shall pay Consultant the consideration specified on Schedule A. Such compensation shall be payable within 30 days of receipt of Consultant’s invoice.

4. Expenses. The College shall reimburse Consultant for reasonable out-of-pocket expenses approved in advance by the College in accordance with the terms of Schedule A.

5. Confidentiality. Consultant acknowledges that, during the rendition of services to the College, Consultant has had or will have access to, and become acquainted with, various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the College and/or used by the College in connection with the operation of its business including, without limitation, the College’s business and processes, methods, accounts and procedures, and other business information, some or all of which may not be marked or labeled “confidential.” Consultant agrees that it will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of the Agreement or at any time thereafter, except as authorized by the College during the period of rendition of services to the College and except as required by law, provided that Consultant provides the College a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure. Consultant shall not retain any copies of the College documentation (including electronic copies) without the College’s prior written permission. Upon expiration or earlier termination of this Agreement, Consultant shall return to the College any and all College documents.

6. No Conflicts/Non-Infringement. Consultant represents and warrants that Consultant is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between Consultant and any third party.

7. Work for Hire; Intellectual Property Rights. Consultant agrees that any work of authorship created or developed by Consultant during the rendition of services to the College, either individually or jointly with others, in the course of the rendition of services to the College shall be deemed a “work for hire,” and the exclusive property of the College. With respect to any invention, trade secret, or work of authorship (to the extent not deemed a “work for hire” by operation of law) created or developed in the course of the rendition of services to the College, Consultant hereby irrevocably assigns, transfers, and conveys to the College all of Consultant’s right, title and interest in such property, including but not limited to, all rights of patent, copyright, trade secret or other proprietary right in such property. Further, Consultant agrees to execute any documents or take any action reasonably requested by the College to perfect the College’s ownership of any such property. Consultant further agrees that, to the best of its knowledge, all work created or developed by Consultant will be original and non-infringing.

8. Quality, Skill, Workmanship. Consultant shall perform the services with that standard of care, skill and diligence as is normally provided by skilled persons in Consultant’s trade, business or profession providing similar services.

9. Indemnification. Consultant shall defend, indemnify, and hold harmless the College, its trustees, officers, agents, and employees (“Indemnified Parties”) against any claims made or legal actions brought against an Indemnified Party(ies) by any person or entity as a result of injuries, damages, expenses and losses incurred by such a person or entity (“Liabilities”) arising out of Consultant’s negligence or failure to render services in compliance with this Agreement, including but not limited to any third-party claims alleging that the College’s use of the work product (or any element thereof) infringes any copyright, patent, trademark, trade secret, or other right of any third party, except to the extent that any Liability (or portion thereof) is attributable to the Indemnified Party’s negligence or the instructions provided to Consultant by the Indemnified Party.

10. LIMITATION OF LIABILITY

(a) LIMITATION OF LIABILITY. SUBJECT TO SECTION 10(c), IN NO EVENT SHALL EITHER PARTY’S (OR ITS OFFICERS’, TRUSTEES’, EMPLOYEES’, OR AGENTS’) LIABILITY TO THE OTHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, EXCEED THE TOTAL FEES PAID BY COLLEGE TO CONSULTANT HEREUNDER.

(b) NO CONSEQUENTIAL DAMAGES. SUBJECT TO SECTION 8(c), IN NO EVENT SHALL EITHER PARTY (OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS) BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS AND GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) EXCEPTIONS. THE LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 10(a) AND 10(b) SHALL NOT APPLY TO ANY CLAIMS FOR WHICH CONSULTANT IS OBLIGATED TO INDEMNIFY COLLEGE UNDER SECTION 9.

11. Termination.

(a) By Mutual Agreement. The parties may terminate this Agreement at any time by mutual agreement.

(b) With Cause. Either party may terminate this Agreement immediately for cause. For this purpose, “cause” means a material breach of this Agreement by the other party that is not cured within fifteen (15) days of the receipt of notice of the alleged breach by the non-breaching party to the breaching party.

12. Independent Contractor. In the performance of services under this Agreement, it is understood that Consultant shall at all times be acting and performing independently of the College's control as to the details and means by which the services are provided. Consultant is providing services to the College as an independent contractor and not as an employee, partner, or agent of the College. Nothing contained herein shall be deemed to create a relationship of employment, association, partnership, or joint venture between the College and Consultant. It is understood that the College does not by reason of this Agreement agree to use Consultant exclusively or at any fixed level. It is likewise understood that Consultant is free to contract for similar services with other persons or companies while under contract with the College. The College shall not be responsible for withholding taxes with respect to Consultant’s compensation hereunder, and Consultant shall indemnify, defend, and hold harmless the College from and against any claim arising out of Consultant’s failure to pay any taxes, assessments, or contributions which it is required to pay. Consultant shall have no claim against the College hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Consultant’s taxpayer identification number is specified on the signature page of this Agreement.

13. No Authority. Consultant shall have no authority hereunder to take any action, create any obligation, make any commitment, incur any indebtedness, or enter into any agreement on behalf of the College. Consultant shall not in connection with any services provided to or on behalf of the College represent to any person or entity that Consultant is associated with the College in any capacity other than that of an independent contractor.

14. Attorneys’ Fees. In the event of any litigation arising out of this Agreement, the costs of litigation, including reasonable attorneys' fees of the prevailing party shall be paid by the losing party.

15. No Assignment; No Delegation. The rights and duties of Consultant to perform its obligations under this Agreement may not be assigned or delegated to another party without the written consent of the College.

16. Severability. If any provision of this Agreement or any portion thereof is held to be invalid and unenforceable, the balance of this Agreement shall nevertheless remain in full force and effect.

17. Waiver. A waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

18. Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the State of Vermont.

19. Jurisdiction; Venue. Each party consents to the exclusive in personam jurisdiction of the courts of the State of Vermont and the United States District Court for the District of Vermont in connection with any claim or dispute arising under or in connection with this Agreement and waives any objection to venue in these courts.

20. Facsimile Signatures. For purposes of this Agreement a facsimile signature shall be treated as an actual signature.

21. Amendment. No change or modification to this Agreement shall be valid or binding unless the same is in writing and signed by both parties.

22. No Presumption Against Drafter. Each of the parties to this Agreement participated in the drafting of this Agreement, and the interpretation of any ambiguity contained in this Agreement will not be affected by the claim that a particular party drafted any provision hereof.

23. Entire Agreement. This Agreement and any attached Schedules constitute the entire agreement and understanding by and between the parties with respect to the subject matter herein referred to and superseded all prior understandings and agreements.

[SIGNATURE PAGE TO FOLLOW ON NEXT PAGE]

INTENDING TO BE LEGALLY BOUND HEREBY, the parties have executed this Agreement on the date(s) set forth below.

VERMONT COLLEGE OF FINE ARTS, INC.

By:

Name:

Title:

CONSULTANT

Signature:

Street:

City, State, Zip Code:

Consultant’s taxpayer identification number:

SCHEDULE A

STATEMENT OF WORK

(a) Scope of Work.

(b) Payment Terms.

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What a Consulting Agreement Covers

A Consulting Agreement is a written contract that defines the working relationship between a consultant and a client, describing services, deliverables, fees, term, confidentiality, intellectual property, and termination rights. It creates enforceable obligations when signed by authorized parties and may include attachments such as statements of work, payment schedules, and expense provisions. For electronic execution, the agreement must meet the legal tests for e-signatures under the ESIGN Act and applicable state UETA or ESRA provisions to ensure enforceability across jurisdictions.

Why a Clear Consulting Agreement Matters

A well-drafted Consulting Agreement allocates risk, sets measurable expectations, protects confidential information and IP, and reduces disputes. It provides certainty on scope, fees, payment terms, deliverable acceptance, and termination mechanics while supporting compliance with e-signature laws such as ESIGN (15 U.S.C. ch. 96) and state UETA statutes.

Why a Clear Consulting Agreement Matters

Who Typically Uses a Consulting Agreement

Use the agreement whenever services, deliverables, or payment milestones require formalized roles, confidentiality, IP assignment, or indemnity protections.

  • Independent consultants and freelancers documenting project scope and payment arrangements to reduce billing disputes.
  • Agencies and professional services firms standardizing engagements with clients and subconsultants for consistent liability and IP allocation.
  • Corporate legal and procurement teams ensuring vendor compliance, insurance coverage, and regulatory clauses for third-party services.

Typical Signatories and Their Roles

Client — General Counsel

The client's legal or procurement representative reviews and signs to bind the company. They verify authority, insurance requirements, limitation of liability language, and any state-specific consumer or employment disclosures before execution.

Consultant — Principal

The consultant or an authorized officer signs to accept scope, fees, and IP provisions. For individuals, the consultant's government ID name should match the signature block to avoid attribution issues under ESIGN (15 U.S.C. §7001).

Core Sections to Include in the Agreement

A complete Consulting Agreement groups commercial and legal points into clear sections so each party understands obligations and remedies.

Scope of Services

Define tasks, deliverables, milestones, acceptance criteria, and any exclusions to prevent scope creep and clarify expectations for billing and acceptance.

Payment Terms

Specify fees, invoicing schedule, late fees, expense reimbursement, and any retainers or milestone payments tied to deliverables.

Term and Termination

State the contract term, renewal mechanics, termination for convenience or cause, notice periods, and post-termination obligations.

Confidentiality

Include nondisclosure obligations, duration of confidentiality, permitted disclosures, and remedies for unauthorized use or disclosure.

Intellectual Property

Assign ownership or grant licenses for deliverables; address preexisting IP, work-for-hire language, and data rights.

Indemnity and Liability

Limit liability, set insurance requirements, and describe indemnification scope and procedures for claims between parties.

Key Administrative and Compliance Fields

Party Names: Full legal names
Addresses: Street, city, state, ZIP
Effective Date: MM/DD/YYYY
Payment Details: Fee amounts and currency
Signature Blocks: Name, title, date
Deliverable Schedule: Milestones and due dates

Common Legal and Financial Risks

Breach Damages: Contract damages or lost profits
Tax Withholding: Misclassification triggers IRS penalties
I-9 Violations: Employment eligibility fines
Late Payment Fees: Accrued interest or penalties
Confidentiality Breach: Injunctions and damages
Unenforceable Signature: Disputed execution under statute

Frequent Preparation Mistakes to Avoid

  • Using vague scope language that leaves deliverables open to interpretation and increases dispute risk.
  • Failing to name the legal entity and relying on trade names or acronyms that do not match government records.
  • Omitting payment timing or invoicing procedures, which delays collections and can trigger disputed invoices.
  • Neglecting to specify governing law and dispute resolution, leading to multi-jurisdictional uncertainty if a claim arises.

Step-by-Step: Completing a Consulting Agreement

Follow these sequential steps to prepare, review, and execute the agreement accurately and efficiently.

  • 01
    Draft Scope: Describe services, outputs, and acceptance criteria clearly.
  • 02
    Set Payment: Confirm fees, invoices, and reimbursement rules.
  • 03
    Review Legal: Have counsel check IP, indemnity, and liability limits.
  • 04
    Execute: Sign electronically or in writing with proper authority.

Configuring an Online Execution Workflow

Set up a digital workflow that enforces signature order, authentication, and storage for auditability.

Field Configuration
Signature Order Sequential or parallel signing
Authentication Email link, SMS code, or KBA
Templates Reusable SOW and fee templates
Reminders Automatic email reminders

Where to Send and How Execution Typically Proceeds

A standard routing pattern clarifies roles and ensures signed copies are retained by all parties.

  • Upload Document: Sender uploads final agreement file to platform.
  • Place Fields: Add signature, date, and initial fields as required.
  • Add Signers: Enter signer emails and set signing order.
  • Complete & Store: Signed copies and audit trails are saved for both parties.

Digital Signing and Technical Considerations

Use a platform that captures a comprehensive audit trail, stores signed copies securely with AES-256 encryption, and supports required compliance such as ESIGN and HIPAA where applicable.

  • Authentication: Email, SMS, or advanced
  • Integrations: Salesforce, NetSuite, Google Workspace
  • File Formats: PDF, DOCX supported

Common Timing Items to Track in the Agreement

Track these calendar items to manage obligations, invoicing, termination notices, and tax reporting requirements tied to consulting engagements.

Effective Date:

Date when obligations, billing, and confidentiality begin.

Delivery Milestones:

Due dates for specific deliverables and acceptance windows.

Payment Terms:

Net due dates, invoice frequency, and late payment triggers.

Termination Notice:

Contractual notice period for convenience termination.

Tax Reporting:

Collect W-9 early for 1099-NEC reporting by Jan 31.

Select eSignature Pricing and Feature Comparison

Comparing entry-level pricing and select capabilities for common eSignature vendors; signNow is listed first for column alignment.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions and Troubleshooting

Answers to common execution, enforceability, and compliance questions for Consulting Agreements and electronic signatures.


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