| 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:
- Transaction documents — purchase agreement, schedules, earnout/holdback terms.
- Service scope — topics, deliverables, frequency, timeline.
- Compensation — rate/retainer, expense policy, payment terms.
- Restrictive covenants — existing non-compete/non-solicit in deal docs.
- IP/work product — ownership expectations, system access needs.
- Governing law/venue — preferred state and dispute forum.
Quick Start
- Gather term sheet inputs (see table below).
- Draft agreement following the clause outline.
- Cross-check against purchase agreement for conflicts.
- 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 |
