Fractional CMO engagement agreement template

A proposal wins the engagement; this document protects it. It's a plain-language engagement agreement written for the realities of fractional marketing leadership: you're an independent executive (not an employee, not an agency of record), your methodology travels with you between clients, and the fastest way to ruin a good engagement is an ambiguous scope or IP clause.

Use it for a single client engagement — the direct companion to the sales proposal template. If you serve a client group with multiple entities, or expect several engagements under one relationship, use the MSA + Statement of Work structure instead.

This template is not legal advice. It's a working starting point drawn from how fractional engagements are commonly structured. Laws differ by state and country — have a lawyer review your version before you sign clients on it.

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Fractional CMO Engagement Agreement

This Engagement Agreement ("Agreement") is made as of [date] ("Effective Date") between:

[Your legal entity name], [entity type, e.g. LLC], of [address] ("Consultant"), and [Client legal entity name], [entity type], of [address] ("Client").

1. Services

1.1. Consultant will provide fractional chief marketing officer services as described in Exhibit A — Scope of Services (the "Services"). Exhibit A is part of this Agreement.

1.2. The Services are leadership services — strategy, planning, and direction of marketing execution. Hands-on production work (including design, content production, advertising operations, and web development) is excluded unless Exhibit A names it expressly.

1.3. Work outside Exhibit A requires a written change order (email suffices) stating the work, fee, and timeline, signed or confirmed by both parties before the work begins.

2. Term

2.1. This Agreement starts on the Effective Date and continues for [an initial term of 3 months], then renews month-to-month unless either party gives [30] days' written notice.

2.2. Sections 6 (IP), 7 (Confidentiality), 9 (Liability), and 12 (General) survive termination.

3. Fees and payment

3.1. Client will pay Consultant [$X per month, invoiced monthly in advance / the phase fees stated in Exhibit A, invoiced at each phase start].

3.2. Invoices are due net [15] days. Late amounts accrue [1.5]% per month or the maximum lawful rate, whichever is lower. Consultant may pause the Services if an invoice is more than [15] days overdue, after written notice.

3.3. Pre-approved out-of-pocket expenses are reimbursed at cost. Any single expense over $[250] requires prior written approval.

3.4. Fees exclude taxes; Client is responsible for applicable sales/VAT taxes, excluding taxes on Consultant's income.

4. Client obligations

Client will: (a) give Consultant timely access to the people, systems, and data reasonably needed for the Services; (b) designate one executive sponsor with authority to approve deliverables and decisions; (c) review and respond to deliverables within [5] business days — approvals not returned within that window are deemed accepted for scheduling purposes; and (d) be responsible for the accuracy of information Client provides.

5. Independent contractor

5.1. Consultant is an independent contractor, not an employee, partner, or agent of Client. Consultant controls the manner and means of performing the Services, may perform them remotely, and may serve other clients, subject to Section 7.

5.2. Consultant is responsible for Consultant's own taxes, insurance, and benefits. Nothing here creates an employment relationship, and Consultant is not eligible for Client employee benefits.

5.3. Consultant may use subcontractors for discrete tasks with Client's prior consent (email suffices), and remains responsible for their work and their compliance with Section 7.

6. Intellectual property

6.1. Deliverables belong to Client. On full payment, Client owns the deliverables created specifically for Client under this Agreement — strategies, plans, positioning and messaging documents, and reports ("Deliverables").

6.2. The method stays with Consultant. Consultant retains all rights in Consultant's pre-existing and independently developed materials — methodologies, frameworks, processes, templates, prompts, and know-how ("Consultant Materials"). To the extent Consultant Materials are embedded in a Deliverable, Client receives a perpetual, non-exclusive, royalty-free license to use them as part of that Deliverable for Client's internal business.

6.3. Nothing in this Agreement stops Consultant from serving other clients using the same methodologies, frameworks, and general know-how, provided Consultant never uses Client's Confidential Information to do so.

6.4. Client grants Consultant a limited license to use Client's materials and brand solely to perform the Services. With Client's written consent, Consultant may identify Client as a client and describe the engagement's results in Consultant's marketing.

7. Confidentiality

7.1. Each party will protect the other's Confidential Information with at least the care it uses for its own (never less than reasonable care), use it only for this engagement, and disclose it only to people who need it and are bound by comparable obligations.

7.2. "Confidential Information" excludes information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or is lawfully received from a third party. Disclosure required by law is permitted with prompt notice where lawful.

7.3. These obligations last [3] years after termination; trade secrets remain protected as long as they qualify as such.

8. Non-solicitation

During the engagement and for [12] months after, neither party will solicit for employment the other's employees or contractors with whom they worked under this Agreement. General job postings not targeted at such people are not a breach.

9. Warranties and liability

9.1. Consultant warrants the Services will be performed in a professional and workmanlike manner consistent with industry standards. Consultant does not warrant specific business results — marketing outcomes depend on factors outside Consultant's control, including Client's product, pricing, market, and execution.

9.2. EXCEPT FOR BREACH OF SECTION 7, INFRINGEMENT OF THE OTHER PARTY'S IP, OR A PARTY'S FRAUD OR WILLFUL MISCONDUCT: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE; AND (b) EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT IS CAPPED AT THE FEES PAID OR PAYABLE BY CLIENT IN THE [6] MONTHS BEFORE THE CLAIM AROSE.

10. Termination

10.1. Either party may terminate for convenience with [30] days' written notice. Client pays for Services performed (and non-cancellable committed expenses) through the termination date; fees for the current [month/phase] are earned pro rata.

10.2. Either party may terminate immediately if the other materially breaches and fails to cure within [10] business days of written notice.

10.3. On termination, Consultant delivers work in progress in its then-current state, and each party returns or destroys the other's Confidential Information on request.

11. Insurance (optional — delete if not applicable)

Consultant maintains [professional liability / errors & omissions] insurance of at least $[X] per claim and will provide a certificate on request.

12. General

12.1. Governing law & venue: the laws of [state/country], courts of [venue]. (Or substitute arbitration.)

12.2. Entire agreement: this Agreement (with its exhibits) is the entire agreement on its subject and supersedes prior discussions, including any proposal — a proposal describes intent; this document governs.

12.3. Amendments must be in writing (email confirmed by both parties suffices). Assignment requires the other party's consent, except to a successor in a merger or asset sale. Notices go to the addresses above (email with confirmation suffices). If a provision is unenforceable, the rest stands. Neither party is liable for delay caused by events beyond reasonable control.

Agreed:

[Your legal entity name] — Signature: ______ Name: ______ Title: ______ Date: ______

[Client legal entity name] — Signature: ______ Name: ______ Title: ______ Date: ______

Exhibit A — Scope of Services

[Paste the accepted proposal's scope here — Option A (pillar-based phases with deliverables and phase gates) or Option B (retainer: days per week, role, in-scope / out-of-scope, cadence). Include: deliverables list, meeting cadence, reporting, and the fee schedule referenced in §3.]

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The three clauses fractional CMOs get burned without

§1.2–1.3 — the scope firewall. The most common failure mode of a strategy engagement is silent absorption of execution work. Naming the exclusion in the contract — not just the proposal — turns "can you also just…" into a change order.

§6.2 — your method is your business. You will use the same frameworks on your next client. If deliverable IP is assigned without this carve-out, a broad reading hands one client your practice. Keep the split: they own the work product, you own the way you work.

§9.1 — sell judgment, warrant effort. You cannot warrant pipeline. Promising professional-standard services while expressly not warranting business outcomes is honest, standard, and protects the relationship when a quarter disappoints.