Free template
Fractional CTO Contract Template (Written by One)
Two documents: a master services agreement you sign once, and a one-page statement of work for each piece of work. They follow the terms I work under, and every clause has a note on why it’s there. Download them in Word or Markdown.
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Why the Contract Is Two Documents
When I worked in consulting, contracts usually came in two parts. The master services agreement (MSA) held the legal terms that stay the same from one piece of work to the next, and the statement of work (SOW) held what changes. The split suits a fractional CTO even better, because the work changes more often than the terms do.
Master services agreement
Signed once. Confidentiality, IP, payment terms, liability, notice and governing law.
Statement of work
Signed for each piece of work. The format, the fee and what the work should change.
It also keeps the SOW short. A client might start with an assessment, move to a retainer, and later drop to a lighter advisory cadence. Each step is a new SOW under the same MSA, so the legal terms get negotiated once.
Length is where I part ways with most templates. A twenty-page SOW lists deliverables months ahead for a company that can change shape in six weeks. The retainer SOW below names one thing the work should change this month, and you swap it for the next one by email. The assessment SOW does list deliverables, because an assessment is bounded work. See how an engagement runs for the reasoning behind these terms.
Signed once
Master Services Agreement
Placeholders are in brackets. The grey note under each clause explains what it does and stays on this page: the downloads contain only the agreement. These are templates, not legal advice.
Parties
This Master Services Agreement (the “Agreement”) is made on [date] between [Company legal name], [address] (the “Company”), and [Consultant legal name], [address] (the “Consultant”).
Use legal names. If you invoice through your own company, that company is the Consultant.
1. Services
The Consultant will provide the services described in each statement of work (an “SOW”) signed by both parties. Every SOW is governed by this Agreement. If an SOW conflicts with this Agreement, this Agreement prevails, unless the SOW names the clause it changes.
The legal terms live here, so a new piece of work only needs a new SOW.
2. Independent contractor
The Consultant is an independent contractor, not an employee, partner or agent of the Company, and is responsible for their own taxes, insurance and equipment. The Consultant may work for other clients, as long as that work does not breach clause 4.
Fractional means non-exclusive, and the contract should say so.
3. Fees and payment
Fees are set in each SOW. They are flat and do not depend on hours worked. Monthly fees are invoiced at the start of each month, and fixed fees as the SOW states. Invoices are due within 14 days, in [currency] by [payment method]. Fees are [exclusive of] any applicable transaction taxes. If the law requires the Company to withhold tax from a payment, [the Company increases the payment so the Consultant receives the full fee / the fee is paid net of the withholding], and the Company sends the withholding certificate. Each party pays its own bank and transfer charges. If an invoice is more than 14 days overdue, the Consultant may pause the services until it is paid.
Invoicing at the start of the month means the Company pays before most of the month’s work happens. If an invoice goes unpaid, the Consultant pauses the work instead of holding back the code. Withholding tax catches cross-border engagements by surprise, so decide up front who absorbs it.
4. Confidentiality
Each party will keep the other’s confidential information confidential and use it only to perform this Agreement. This does not cover information that is public, that the receiving party already knew or developed independently, or that the law requires it to disclose. This obligation lasts for [three] years after this Agreement ends.
Mutual on purpose. The Consultant sees your code, numbers and plans, and you see their methods. Sign it before granting any access.
5. Intellectual property
Everything the Consultant creates for the Company under this Agreement belongs to the Company from the moment it is created, and the Consultant assigns to the Company all rights in it. Tools, methods and know-how the Consultant had before this Agreement, or develops outside it, remain the Consultant’s (“Pre-existing Materials”). Where Pre-existing Materials are included in work for the Company, the Company receives a worldwide, perpetual, royalty-free, non-exclusive license to use, copy, modify, distribute and sublicense them as part of that work, including through its contractors and customers.
Ownership moves when the work is created, before any invoice is paid, so the Company never has to wonder who owns its code. The exception keeps the Consultant’s own toolkit from becoming the property of every client.
6. Limitation of liability
Neither party is liable for indirect, incidental or consequential damages, including lost profits. Each party’s total liability under this Agreement is limited to the fees the Company paid in the three months before the claim. These limits do not apply to fees owed for services, to refunds due under this Agreement, or to fraud or willful misconduct.
Three months of fees is proportionate for a monthly retainer, and the cap protects both sides.
7. Term and termination
This Agreement continues until either party ends it. Either party may end this Agreement or any SOW with two weeks’ written notice, and email is enough. The Company pays for the services up to the end of the notice period, and the Consultant refunds, pro rata, any fees paid for time after it. Clauses 4, 5, 6 and 8 survive the end of this Agreement.
Two weeks is the risk you take instead of months of severance. If a contract asks for a six-month commitment up front, ask what it is protecting.
8. Governing law and disputes
This Agreement is governed by the laws of [state or country]. Before starting formal proceedings, the parties will spend [30] days trying to resolve any dispute by talking directly. Any dispute that remains will be resolved [by the courts of [city, country]] or [by arbitration under the [arbitration rules], seated in [city], in [language]]. Choose one and delete the other.
Fill in the law and the forum that fit where both parties are.
9. General
This Agreement and its SOWs are the entire agreement between the parties on this subject. Changes must be in writing and signed by both parties, and electronic signatures count. Neither party may transfer this Agreement without the other’s written consent, except to a successor in a merger or sale of its business.
The boilerplate, kept short.
Signatures
For the Company: [name], [title]
Signature and date: ____________________
The Consultant: [name]
Signature and date: ____________________
Electronic signatures are fine.
Changes monthly
Retainer Statement of Work
Use it for ongoing work. It names the format and the one thing the work should change this month. That goal changes by email, and the SOW itself changes only when the format or the fee does.
Reference
SOW [number] under the Master Services Agreement dated [date] between [Company] (the “Company”) and [Consultant] (the “Consultant”). Start date: [date].
1. Format
[Advisory / Advisory + MVP / Embedded CTO]. Delete the formats that don’t apply.
- Advisory: regular CTO judgment on architecture, hiring and technical decisions, including a weekly strategy session with the Company’s leadership, with execution covered by the Company’s team.
- Advisory + MVP: everything in Advisory, plus one bounded MVP or proof-of-concept slice per month.
- Embedded CTO: everything in Advisory + MVP, plus the Consultant runs the engineering function, including delivery, team leadership and hiring.
Name the shape of the involvement and leave hours out of it. An hour cap turns every month into a timesheet review. My formats and what each costs are on the pricing page.
2. What we are trying to change
This month the work is aimed at: [one or two sentences, for example “get the payments integration into production” or “decide whether to rebuild the backend before the Series A”]. The parties review it at the end of each month and replace it when it is done or no longer matters. This clause changes clause 9 of the Agreement for this goal only: an email both parties confirm is enough to replace it. A change to the format or the fee needs an amendment signed by both parties.
This replaces a deliverables list. If you can’t write it in two sentences, the engagement isn’t ready to start.
3. Access
Within [five] business days of the start date, the Company gives the Consultant access to [the founders, the team, the code repositories, the team’s chat and the data the work needs].
Most slow starts are access delays. A date makes it someone’s job.
4. Fee
USD [amount] per month, flat, invoiced at the start of each month under clause 3 of the Agreement. The first invoice is issued on signature and covers the start date to the end of that calendar month, prorated by days. No equity.
My retainers run $5K–$15K a month, depending on the format.
5. Term
Month to month, until either party ends this SOW under clause 7 of the Agreement.
Replacing this SOW with a smaller one is how the role shrinks to a lighter advisory cadence when the company no longer needs more.
Signatures
For the Company: [name], [title]
Signature and date: ____________________
The Consultant: [name]
Signature and date: ____________________
Electronic signatures are fine.
Fixed scope
Technical Assessment Statement of Work
Use it for bounded work with a fixed fee. It’s the one SOW that lists deliverables, because there the list is what the client buys.
Reference
SOW [number] under the Master Services Agreement dated [date] between [Company] (the “Company”) and [Consultant] (the “Consultant”). Start date: [date].
1. Format and fee
[Focused Assessment: one area, chosen from architecture, security or performance. Fixed fee USD 4,000.] or [Full Health Check: architecture, code quality, security, performance, infrastructure, technical debt, and business and defensibility. Fixed fee USD 8,000.] The fee is invoiced [on signature] under clause 3 of the Agreement.
These are the formats and prices on my technical assessment page.
2. Access
The Company gives the Consultant read-only access to [the code repositories, the cloud console and existing documentation]. The timeline in clause 4 starts when that access is granted.
On a live deal, access is usually the slowest step, so that’s when the clock starts.
3. Deliverables
For a Focused Assessment:
- A detailed findings report on the chosen area
- Recommendations
- A 60-minute review call
For a Full Health Check:
- An executive summary
- A detailed findings report
- A risk register classifying each finding by severity and likelihood
- A prioritized roadmap
- A presentation of the findings to the team, with questions
4. Timeline
[One to two weeks] for a Focused Assessment, or [four weeks] for a Full Health Check, from the day access is granted.
5. Scope changes
Implementing fixes is outside this SOW. If the work reveals something that needs more than the agreed scope, the Consultant reports it, and any extra work needs a new or amended SOW signed by both parties. Nothing beyond the fixed fee is billed without one.
Fixes can follow under a retainer SOW, signed under the same Agreement.
6. Cancellation
This clause replaces the payment terms of clause 7 of the Agreement for this SOW; the two weeks’ notice still applies. If the Company ends this SOW before access is granted, the Consultant refunds the fee minus [10]%. After access is granted, [50]% of the fee is earned, the Consultant delivers the findings completed so far, and refunds the rest within 14 days.
A fixed fee buys a result, so ending it halfway needs its own rule. Set the percentages before signing.
Signatures
For the Company: [name], [title]
Signature and date: ____________________
The Consultant: [name]
Signature and date: ____________________
Electronic signatures are fine.
Limits
What I Leave Out on Purpose
Hour caps and timesheets
A flat fee pays for judgment and availability. Counting hours rewards slow work and turns every quick question into a billing decision.
A fixed term
Month to month lets the role shrink or stop as the company changes. A long commitment protects the consultant more than the company.
A deliverables schedule on the retainer
What matters changes every few weeks, so a schedule written up front goes stale. The one-line goal gets rewritten every month instead.
Equity
A paid retainer keeps incentives simple. Equity belongs to the people who own the company’s outcome full time.
A change-request procedure
On a retainer, the focus changes by email. On an assessment, a scope change needs a signed SOW first, and that’s the whole procedure.
Background
About Me
I'm Ezequiel Actis Grosso, a technology leader with 25 years in software, from Buenos Aires to Miami, and from San Francisco to Sydney, across global corporations and fast-growing startups.
For the past decade I've worked with founders in Latin America and the United States, helping them move fast, find product-market fit and scale their B2B SaaS products, without the over-engineering that slows them down.
Ezequiel Actis Grosso
Fractional CTO
- Architecture for AI products in production
- Technical due diligence for investors
- From zero to first customer with MVP delivery
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Frequently Asked Questions
How do fractional CTO contracts work?
Most use two documents. A master services agreement, signed once, holds confidentiality, IP, payment terms, liability and notice. A short statement of work for each piece of work holds the format, the fee and what the work should change. Retainers usually run month to month with a flat monthly fee and a short notice period. Mine is two weeks.
What does a fractional CTO contract and pricing model usually look like?
A monthly retainer or a fixed-fee project. My retainers run $5K–$15K a month depending on the format, invoiced at the start of each month, with no hourly billing and no equity. Technical assessments are fixed-fee projects at $4,000 or $8,000.
Who owns the work a fractional CTO creates?
The company, from the moment the work is created, and the contract should say so without conditions. The usual exception is the consultant’s pre-existing tools and methods, which stay theirs, with the company getting a permanent license to use whatever ends up in its work.
Is a fractional CTO an employee?
No. A fractional CTO works as an independent contractor, usually for several companies at once, and the contract should say both things.
Can I use these templates for my own engagement?
Yes. They’re free to download, edit and use, with no signup. Fill in the bracketed placeholders and delete what doesn’t apply.