| name | consulting-services-agreement |
| title | Consulting Services Agreement |
| description | Drafts a U.S. Consulting Services Agreement covering scope, compensation (hourly, fixed, retainer, hybrid), independent contractor classification, IP ownership, confidentiality, indemnification, liability caps, insurance, and dispute resolution. Use when drafting consulting contracts, professional services agreements, or independent contractor agreements. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/consulting-services-agreement |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | commercial |
| language | en |
Consulting Services Agreement
Drafts a business-ready U.S. Consulting Services Agreement allocating rights, responsibilities, and risks between Consultant and Client.
Prerequisites
Gather before drafting:
- Parties — legal names, entity types, addresses, signatories
- Scope — deliverables, milestones, deadlines, exclusions
- Compensation — fee type (hourly / fixed / retainer / hybrid), rates, invoicing cadence, expense policy
- Term — start date, duration, renewal preferences
- Governing state — drives IC classification rules, payment timing law, non-compete enforceability
Workflow
- Collect prerequisites; flag any gaps before drafting
- Draft all required sections below in order
- Attach exhibits as applicable
- Run the pitfalls checklist against the draft
- Confirm all defined terms are consistent and cross-referenced
Required Sections
Draft each section with the following key content:
Parties — Full legal names, entity type, DBA, notice addresses.
Scope of Services — Measurable deliverables, milestones, deadlines, performance standards, explicit exclusions. Reference attached SOW/exhibits.
Compensation & Payment — Fee structure, rate schedule, invoicing frequency, payment terms, expense reimbursement with documentation requirements, late-payment interest, suspension-of-services trigger.
Term & Termination — Effective date, fixed vs. rolling, auto-renewal opt-out, termination for convenience (30-day notice default), termination for cause with cure period, IP and WIP disposition on early termination.
Independent Contractor — Consultant controls manner/means; responsible for taxes, benefits, licenses, insurance; subcontracting subject to Client approval. Include multi-factor language to withstand reclassification scrutiny.
Confidentiality — Define CI (strategies, financials, customer data, trade secrets, proprietary methodologies). Standard exceptions: public domain, independently developed, already known, compelled disclosure. Specify post-termination survival period.
IP & Work Product — Client owns deliverables as work made for hire or by explicit assignment. Consultant retains pre-existing IP and general methodologies. Client gets license to background IP. Portfolio use subject to Client consent.
Representations & Warranties — Mutual: authority to contract, no conflicting obligations. Consultant: professional performance, no IP infringement, regulatory compliance. Disclaim implied warranties beyond express.
