seller-consulting-agreement

name	seller-consulting-agreement
title	Seller Consulting Agreement
description	Drafts a U.S. seller consulting agreement for post-closing transition services in M&A and asset purchase transactions. Use when a seller must provide knowledge-transfer, transition, or consulting services to a buyer after closing. Trigger: consulting agreement, seller services, transition services, post-closing consulting, asset purchase, M&A.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/seller-consulting-agreement
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	us
practice	corporate
language	en

Seller Consulting Agreement

Drafts a post-closing consulting agreement where the seller provides transition services to the buyer, aligned with the underlying purchase documents.

Prerequisites

Collect before drafting:

1. Transaction documents — purchase agreement, schedules, earnout/holdback terms.
2. Service scope — topics, deliverables, frequency, timeline.
3. Compensation — rate/retainer, expense policy, payment terms.
4. Restrictive covenants — existing non-compete/non-solicit in deal docs.
5. IP/work product — ownership expectations, system access needs.
6. Governing law/venue — preferred state and dispute forum.

Quick Start

1. Gather term sheet inputs (see table below).
2. Draft agreement following the clause outline.
3. Cross-check against purchase agreement for conflicts.
4. Attach schedules for complex scope, rates, or restrictions.

Term Sheet Inputs

Capture these before drafting:

Item	Prompt	Notes
Parties	Legal names, entity types, addresses	Seller = consultant; Buyer = client
Effective Date	Closing date or specified date	Tie to transaction closing
Term	Start/end, renewal mechanics	6–24 months typical
Scope	Specific services + exclusions	Avoid operational control language
Deliverables	Meetings, intros, docs, training	Measurable outputs
Time/Location	Hours, availability, remote/on-site	Include travel expectations
Compensation	Retainer / hourly / project	Define billable increments
Expenses	Reimbursable categories + pre-approval	Cap or per diem if needed
Confidentiality	Definition + exceptions	Cross-reference deal NDA
IP/Work Product	Work-for-hire or assignment	Address pre-existing IP
Restrictions	Non-compete / non-solicit