[“Project scope definitions”, “Pricing tables and fee structures”, “Timeline and milestones”, “Terms and conditions”]

[“Download the DOCX file”, “Replace bracketed text with your client details”, “Customize the scope section”, “Export to PDF before sending”]

[“Gather client requirements”, “Determine your pricing strategy”, “Draft the scope of work first”]

Not legal advice: Work with your attorney to adapt this language to your jurisdiction, service offering, and insurance coverage.

How to Use This Template

1. Duplicate this page into Google Docs/Notion and replace the highlighted variables.
2. Pair the Proposal Section with your pricing deck; the SOW Section can sit in the appendix or separate document.
3. Customize the highlighted legal clauses with your counsel—especially indemnification caps and insurance limits.

Proposal Cover Page

Client: {{ CLIENT LEGAL NAME }}
Project: {{ PROJECT NAME }}
Consultant: {{ YOUR LEGAL NAME }}
Date: {{ DATE }}
Proposal Valid Through: {{ EXPIRATION DATE }}

1. Executive Summary (Situation → Complication → Resolution)

Situation: {{ Two sentences describing current environment }}
Complication: {{ Quantify cost of inaction / risk }}
Resolution: {{ How your approach solves it + timeline }}

2. Goals & Success Metrics

| Goal | KPI | Target | Measurement Cadence | |——|—–|——–|———————| | {{ Goal 1 }} | {{ KPI 1 }} | {{ Target }} | {{ Weekly / Monthly }} |

3. Scope & Deliverables

Workstream 1: {{ Name }}
- Deliverable: {{ Description }}
- Owner: {{ Consultant / Client }}
- Due: {{ Date }}

Out of Scope:
- {{ Items that require new SOW }}

4. Timeline & Milestones

| Week | Milestone | Owner | Notes | |——|———–|——-|——-| | 1 | Discovery workshops complete | Consultant | Client provides stakeholder list |

5. Pricing & Payment Terms

Option A (Core): ${{ Amount }} — includes {{ Deliverables }}
Option B (Premium): ${{ Amount }} — adds {{ Extras }}
Option C (Advisory): ${{ Amount }} — {{ Retainer details }}

Payment Schedule: 50% upon signature, 25% after Milestone 2, 25% at delivery.
Late Payments: 1.5% per month after 15 days.

6. Assumptions & Client Responsibilities

• Client provides access to {{ systems }} within {{ number }} business days.
• Client assigns decision-maker for weekly reviews.
• Feedback on deliverables due within {{ number }} days.

7. Proof & Credentials (Optional)

Include short case study bullets or testimonial quotes.

8. Legal Terms Snapshot (Full text below)

• Mutual indemnification & liability caps
• Confidentiality + marketing/portfolio carveouts
• IP ownership & license back for pre-existing tools
• Insurance coverage (E&O, cyber, GL)
• Change control procedure

9. Acceptance & Signature

By signing, Client engages Consultant per the terms herein and the attached Statement of Work.

Client Signature: ____________________  Date: __________
Consultant Signature: ________________  Date: __________

Statement of Work (Attach or Append)

1. Project Overview

Describe objectives, teams involved, and success criteria.

2. Detailed Scope

| Task | Description | Owner | Due Date | |——|————-|——-|———|

3. Deliverable Acceptance Criteria

Each deliverable is deemed accepted unless Client submits written revisions within {{ number }} business days, specifying deficiencies relative to agreed scope.

4. Change Control

All changes to scope, budget, or schedule require a written change request. Approved changes result in an amended SOW or new SOW at Consultant's standard rates (${{ rate }}/hr).

5. Project Governance

• Weekly status call ({{ day/time }})
• Shared workspace: {{ tool/link }}
• Escalation path: {{ names + contact info }}

Full Legal Clauses

Mutual Indemnification

Callout: This balances risk for both parties. Edit liability caps to match your insurance coverage.

Each party ("Indemnifying Party") shall defend, indemnify, and hold the other party, its officers, directors, employees, and agents ("Indemnified Party") harmless from all third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from the Indemnifying Party's (a) gross negligence or willful misconduct, or (b) material breach of this Agreement. The Indemnified Party shall promptly notify the Indemnifying Party of any claim and grant control of the defense; the Indemnifying Party may not settle any claim that imposes monetary obligations on or admits liability by the Indemnified Party without prior written consent. Each party's total liability is capped at the fees paid or payable under the applicable Statement of Work, excluding damages arising from a party's gross negligence, willful misconduct, or breach of confidentiality obligations.

Confidentiality & Marketing Carveouts

Callout: Protect sensitive data while preserving your ability to showcase results.

Both parties agree to keep Confidential Information in strict confidence and use it solely to fulfill obligations under this Agreement. Confidential Information excludes information that (i) becomes public through no fault of the receiving party, (ii) is already known without restriction, (iii) is independently developed, or (iv) is rightfully received from a third party without restriction. Notwithstanding the foregoing, Consultant may (a) list Client's name and logo in Consultant's roster of clients, and (b) describe the nature of the services performed, results achieved, and non-confidential project learnings in case studies, marketing materials, and portfolios once the work is publicly launched or upon Client's prior written approval. Consultant will not disclose detailed deliverables, proprietary data, or trade secrets without express permission.

Intellectual Property

Upon full payment, Client owns all work product specifically created for Client under this Agreement, excluding Consultant's pre-existing materials, templates, tools, and methodologies ("Background IP"). Consultant grants Client a non-exclusive, perpetual, worldwide license to use Background IP solely as incorporated into the deliverables. Client grants Consultant a non-exclusive, royalty-free license to use anonymized learnings and generalized know-how derived from the engagement.

Insurance

Consultant maintains the following coverage: Commercial General Liability ${{ amount }} per occurrence, Professional Liability (Errors & Omissions) ${{ amount }} per claim, and Cyber Liability ${{ amount }} per claim. Certificates available upon request and prior to project kickoff if required by Client procurement.

Governing Law & Dispute Resolution

This Agreement is governed by the laws of {{ state/country }} without regard to conflict of laws principles. Any disputes will be resolved via binding arbitration in {{ location }}, except either party may seek injunctive relief for breach of confidentiality or IP obligations.

Copy / Export

This page is the canonical web version of the template.

• To edit in your own tools: copy/paste the sections you need into your preferred doc editor (Google Docs, Notion, Word).
• To send to a client: export to PDF from your editor, or print-to-PDF from your browser.